<PAGE>

                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[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
                                               ------------------
                                       OR

[ ]            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 1-8971*
                                                -------
                                   RCPI TRUST*
                              --------------------
             (Exact name of registrant as specified in its charter)

    DELAWARE                                                    13-7087445
-----------------------------                               -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

                       c/o Tishman Speyer Properties, L.P.
                   45 Rockefeller Plaza, New York, N.Y. 10111
                   ------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (212) 698-1440
             ------------------------------------------------------
              (Registrant's telephone number, including area code)

                       c/o Tishman Speyer Properties, L.P.
                1230 Avenue of the Americas, New York, N.Y. 10020
                -------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X*   No
    -----     -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

        Class                                Outstanding at November 19, 1996
---------------------------------            --------------------------------
   Trust Ownership Interests                                       2
---------------------------------------------
*   As successor in interest to Rockefeller Center Properties, Inc. (Commission
    File No. 1-8971)

<PAGE>

                                   RCPI TRUST


                                      INDEX

                                                                            PAGE
PART I--FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

The accompanying unaudited, interim financial statements have been
prepared in accordance with the instructions to Form 10-Q.  In the opinion
of management, all adjustments (consisting only of normal recurring items
except as described in Note 1) necessary for a fair presentation have been
included, except as otherwise disclosed in Note 2.

          RCPI Trust, Balance Sheet as of September 30, 1996 (unaudited)      3

          RCPI Trust, Statement of Operations for the period from
          July 10, 1996 to September 30, 1996 (unaudited)                     4

          RCPI Trust, Statement of Cash Flows for the period from
          July 10, 1996 to September 30, 1996 (unaudited)                     5

          Rockefeller Center Properties, Inc., Balance Sheet as of
          December 31, 1995                                                   6

          Rockefeller Center Properties, Inc., Statements of Operations
          for the period ended July 10, 1996 and the nine months ended
          September 30, 1995 (unaudited)                                      7

          Rockefeller Center Properties, Inc., Statements of Cash
          Flows for the period ended July 10, 1996 and the nine months
          ended September 30, 1995 (unaudited)                                8

          Notes to Financial Statements (unaudited)                           9


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS                                              17


PART II--OTHER INFORMATION                                                   24


SIGNATURES                                                                   27

<PAGE>

PART I--FINANCIAL INFORMATION
     ITEM 1.  FINANCIAL STATEMENTS

                                    RCPI TRUST
                                  BALANCE SHEET
                                ($ in thousands)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                  September 30, 1996
                                                                                  ------------------
<S>                                                                               <C>
ASSETS
  Land                                                                                     $145,494
  Building and improvements, net of accumulated depreciation of $3,107                      580,268
  Deferred tenant alterations, net of accumulated depreciation of $17                         4,123
  Furniture & fixtures, net of accumulated depreciation of $60                                  610
  Cash and cash equivalents                                                                  38,797
  Cash - tenant security deposits                                                             6,544
  Deferred leasing costs, net of accumulated amortization of $38                              2,529
  Organization costs, net of accumulated amortization of $106                                 2,487
  Accounts receivable                                                                        13,488
  Deferred rent                                                                                 792
  Prepaid expenses                                                                            9,752
                                                                                           --------

Total Assets                                                                               $804,884
                                                                                           --------
                                                                                           --------
LIABILITIES AND OWNER'S EQUITY
Liabilities:
  Zero coupon convertible debentures due 2000, net of unamortized
   discount of $234,768 (Note 4)                                                           $351,417
  Floating rate notes due 2000 (Note 4)                                                      10,000
  14% debentures due 2007, net of unamortized discount of $4,014 (Note 4)                    70,986
  Accrued interest and interest rate swap payable (Note 4)                                    9,735
  Accounts payable and accrued expenses                                                      22,125
  Leasing commissions payable                                                                 1,415
  Tenant security deposits payable                                                            6,544
                                                                                           --------

Total Liabilities                                                                           472,222

Owner's Equity:                                                                             332,662
                                                                                           --------

Total Liabilities and Owner's Equity                                                       $804,884
                                                                                           --------
                                                                                           --------

</TABLE>



                       SEE NOTES TO FINANCIAL STATEMENTS.

                                      - 3 -

<PAGE>

                                   RCPI TRUST
                             STATEMENT OF OPERATIONS
                                ($ in thousands)
                                   (UNAUDITED)


                                                     Period from July 10 to
                                                       September 30, 1996
                                                       ------------------
REVENUES:
   Rent and other tenant charges                                 $ 36,917
   Interest income                                                  1,573
                                                                 --------
           Total revenues                                          38,490


EXPENSES:
   Payroll                                                          3,681
   Severance and placement costs                                      627
   Cleaning                                                         2,483
   Utilities                                                        2,735
   Office Expense                                                     253
   Repairs and maintenance                                          1,730
   Insurance                                                          691
   Professional fees                                                6,493
   General and administrative                                         321
   Tenant buyout                                                    1,779
   Real estate taxes                                                7,009
   Management and accounting fees                                     802
   Interest                                                        16,444
   Prepayment penalty                                               1,594
   Depreciation and amortization                                    3,294
                                                                 --------
           Total expenses                                          49,936
                                                                 --------

Net (loss)                                                       $(11,446)
                                                                 --------
                                                                 --------



                       SEE NOTES TO FINANCIAL STATEMENTS.

                                      - 4 -

<PAGE>

                                   RCPI TRUST
                             STATEMENT OF CASH FLOWS
                                ($ in thousands)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                              Period from July 10 to
                                                                                September 30, 1996
                                                                                ------------------
<S>                                                                           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                              $( 11,446)
  Adjustment to reconcile net loss to net cash
   (used in) operating activities:
    Amortization of original issue discount                                                 9,246
    Other depreciation and amortization                                                     3,294
    Changes in operating assets and liabilities:
     Increase in deferred rent                                                               (792)
     Decrease in prepaid expenses                                                           6,990
     Increase in accounts receivable                                                       (2,254)
     Decrease in accounts payable, accrued expenses and other liabilities                 (14,818)
                                                                                          -------

Net cash (used in) operating activities                                                    (9,780)
                                                                                         --------

INVESTING ACTIVITIES:
  Costs incurred to acquire property                                                      (12,528)
  Additions to building improvements                                                       (2,401)
  Additions to tenant improvements                                                         (4,140)
  Additions to furniture, fixtures and equipment                                             (254)
  Additions to leasing costs                                                               (2,567)
  Proceeds from payment of mortgage loan                                                  440,000
  Cash received upon transfer of property                                                  15,499
  Additions to organization costs                                                          (2,593)
                                                                                         --------

Net cash provided by investing activities                                                 431,016
                                                                                         --------

FINANCING ACTIVITIES:
  Extinguishment of debt                                                                 (382,495)
                                                                                         --------

Net cash (used in) financing activities                                                  (382,495)
                                                                                         --------

Increase in cash and cash equivalents                                                      38,741

Cash and cash equivalents, beginning of period                                                 56
                                                                                         --------

Cash and cash equivalents, end of period                                                 $ 38,797
                                                                                         --------
                                                                                         --------
</TABLE>


NON-CASH TRANSACTION:
Pursuant to the Second Amended Joint Plan of Reorganization confirmed on May 29,
1996 in the Bankruptcy cases of Rockefeller Center Properties and RCP Associates
, on July 17, 1996, the Company received land, buildings and other assets and
liabilities of the Borrower valued at $746,839,000.  The related mortgage note
receivable was canceled.


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                      - 5 -


<PAGE>

                               Predecessor Company
                       ROCKEFELLER CENTER PROPERTIES, INC.
                                  BALANCE SHEET
                                ($ in thousands)

<TABLE>
<CAPTION>

                                                                                   DECEMBER 31, 1995
                                                                                   -----------------
<S>                                                                                <C>
ASSETS
Mortgage loan and interest receivable, net of valuation reserve
  of $74,000 and unamortized discount of $34,906 (Note 3)                              $1,176,220
Deferred debt issuance costs, net                                                          12,421
Cash and cash equivalents                                                                   1,298
Other assets                                                                                  837
                                                                                       ----------

             Total Assets                                                              $1,190,776
                                                                                       ----------
                                                                                       ----------

LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
  Current coupon convertible debentures due 2000 (Note 4)                              $  213,170
  Zero coupon convertible debentures due 2000, net of
   unamortized discount of $225,902 (Note 4)                                              360,283
  Floating rate notes due 2000 (Note 4)                                                   116,296
  14% debentures due 2007, net of unamortized
   discount of $4,282 (Note 4)                                                             70,718
  GSMC facility (Note 4)                                                                   10,200
  Accrued interest payable                                                                 61,914
  Stock appreciation rights (Note 4)                                                       13,406
  Accounts payable and accrued expenses                                                     3,027
  Accrued transaction costs and expenses                                                   25,163
                                                                                       ----------

    Total Liabilities                                                                     874,177
                                                                                       ----------
Contingencies

Stockholders' Equity:
  Common stock, $.01 par value:
   150,000,000 shares authorized,
   38,260,704 shares issued and outstanding                                                   383
  Additional paid-in capital                                                              707,545
  Distributions to stockholders in excess of net income                                  (391,329)
                                                                                       ----------

    Total Stockholders' Equity                                                            316,599
                                                                                       ----------

    Total Liabilities and Stockholders' Equity                                         $1,190,776
                                                                                       ----------
                                                                                       ----------
</TABLE>


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                      - 6 -

<PAGE>

                               Predecessor Company
                       ROCKEFELLER CENTER PROPERTIES, INC.
                            STATEMENTS OF OPERATIONS
                     ($ in thousands, except for share data)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                        Period from                      Period from      Nine months
                                                         July 1 to      Quarter ended     January 1           ended
                                                         to July 9,     September 30,     to July 9,     September 30,
                                                           1996             1995            1996             1995
                                                        -----------     -------------    -----------     -------------
<S>                                                     <C>             <C>              <C>            <C>
Revenues:
  Loan interest income (Note 3)                                  -               -                -       $20,339
  Short term investment and portfolio income                     2             556               38         1,003
                                                          --------       ---------         --------     ---------
                                                                 2             556               38        21,342
                                                          --------       ---------         --------     ---------

Expenses:
 Interest Expense:
  Current coupon convertible debentures                        619           5,871           11,642        17,107
  Zero coupon convertible debentures                         1,015           8,558           18,985        24,862
  14% Debentures                                               301           2,751            5,790         8,252
  Floating rate notes                                          371           4,457            8,013        13,984
  GSMC facility                                                175               -            2,554             -
  Commercial paper and other interest                            -              70                -            70
                                                          --------       ---------         --------     ---------
                                                             2,481          21,707           46,984        64,275

  General and administrative                                   125           2,902            4,774         6,112
  Amortization of deferred debt issuance costs              10,656           6,384           12,421         8,116
  Stock appreciation rights liability                          111          11,478            2,041        10,050
  Effects of execution and delivery of merger
   agreement (Note 1)                                       (1,610)         99,163           (8,232)       99,163
  Expenses related to the March 25, 1996
   special meeting of stockholders                              23               -              422             -
                                                          --------       ---------         --------     ---------
                                                            11,786         141,634           58,410       187,716
                                                          --------       ---------         --------     ---------

Net (loss)                                                $(11,784)      $(141,078)        $(58,372)    $(166,374)
                                                          --------       ---------         --------     ---------
                                                          --------       ---------         --------     ---------

Net (loss) per share                                        ($0.31)         ($3.69)          ($1.53)       ($4.35)
                                                          --------       ---------         --------     ---------
                                                          --------       ---------         --------     ---------
</TABLE>




                       SEE NOTES TO FINANCIAL STATEMENTS.

                                      - 7 -

<PAGE>

                               Predecessor Company
                       ROCKEFELLER CENTER PROPERTIES, INC.
                             STATEMENTS OF CASH FLOWS
                                ($ in thousands)
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                              Period from         Nine Months
                                                                              January 1 to           Ended
                                                                                 July 9,         September 30,
                                                                                  1996               1995
                                                                              ------------       -------------
<S>                                                                           <C>                <C>
Cash flows from operating activities:
    Loan interest received                                                         $     -            $20,339
    Short term investment, portfolio and other interest income received                 38                998
    Interest paid on floating rate notes                                            (7,626)           (13,410)
    Interest paid on 14% debentures                                                 (5,308)            (4,521)
    Interest paid on current coupon convertible debentures                         (27,712)                 -
    Payments for accounts payable, accrued expenses and other assets               (13,463)            (5,793)
                                                                                  --------            -------
         Net cash used in operating activities                                     (54,071)            (2,387)
                                                                                  --------            -------
Cash flows from investing activities:
    Draw downs on letter of credit support                                               -             50,000
                                                                                  --------            -------
         Net cash provided by investing activities                                       -             50,000
                                                                                  --------            -------

Cash flows from financing activities:
    Net proceeds from GSMC facility                                                 52,829                  -
    Dividends paid                                                                       -             (5,739)
    Floating rate note principal repayment                                               -            (33,704)
    Net proceeds from working capital loan                                               -              8,025
    Letter of intent fee and other financing fees                                        -             (2,675)
                                                                                  --------            -------

         Net cash provided by (used in) financing activities                        52,829            (34,093)
                                                                                  --------            -------
Net (decrease) increase in cash                                                     (1,242)            13,520
Cash and cash equivalents at the beginning of the period                             1,298              2,897
                                                                                  --------            -------
Cash and cash equivalents at the end of the period                                     $56            $16,417
                                                                                  --------            -------
                                                                                  --------            -------

Reconciliation of net loss to net cash (used in) operating activities:
Net (loss)                                                                        ($58,372)         ($166,374)
Adjustments to reconcile net (loss) to net cash (used in)
 operating activities:
    Effects of execution and delivery of merger agreement                                -             99,163
    Amortization of discount:
     Zero coupon convertible debentures                                             18,985             24,862
     14% debentures                                                                    188                268
    Increase in interest receivable and amortization of loan
     receivable discount, net                                                            -                 (5)
    Decrease in deferred debt issuance costs and
     other assets, net                                                              12,280              7,823
    (Decrease) increase in accrued interest payable and
     amortized unpaid discount on commercial paper                                 (12,836)            21,233
    Increase in stock appreciation rights liability                                  2,041             10,050
    (Decrease) increase in accounts payable and accrued expenses                   (16,357)               593
                                                                                  --------            -------
         Net cash (used in) operating activities                                  $(54,071)           $(2,387)
                                                                                  --------            -------
                                                                                  --------            -------
</TABLE>


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                      - 8 -

<PAGE>

                                   RCPI TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.   ORGANIZATION AND PURPOSE

     RCPI Trust, a Delaware business trust (the "Company"), is the successor in
     interest to Rockefeller Center Properties, Inc. (the "Predecessor" or 
     "RCPI"), which was formed to permit public investment in two convertible, 
     participating mortgages on the 12 original landmarked buildings in 
     Rockefeller Center (the "Property").  From the proceeds of its offering of
     Common Stock (the "Common Stock") and the offerings of its Current Coupon 
     Convertible Debentures due 2000 and Zero Coupon Convertible Debentures due
     2000 (collectively, the "Convertible Debentures"), the Predecessor made a 
     $1.3 billion convertible, participating mortgage loan to two partnerships,
     Rockefeller Center Properties and RCP Associates (collectively, the
     "Borrower").  The partners of the Borrower were Rockefeller Group, Inc.
     ("RGI") and Radio City Music Hall Productions, Inc. ("RCMHP"), a wholly
     owned subsidiary of RGI.  Mitsubishi Estate Company, Ltd. controlled an 80%
     equity interest in RGI, and Rockefeller Family interests held the remaining
     20%.  The Borrower owned the Property through July 17, 1996.  In December
     1994 the Predecessor issued floating rate notes ("Floating Rate Notes") due
     December 31, 2000 and 14% debentures ("14% Debentures") due December 31,
     2007 and warrants ("Warrants") and stock appreciation rights ("SARs")
     expiring December 31, 2007.  On July 10, 1996, pursuant to the Merger
     Agreement (defined below) RCPI Merger Inc. ("RCPI Merger") was merged with
     and into the Predecessor and the Company acquired all of the assets and 
     assumed the liabilities of the Predecessor.  On July 17, 1996, the 
     Company acquired the Property from the Borrower pursuant to the Second 
     Amended Joint Plan of Reorganization of the Borrower and the NBC Sale was 
     consummated (see below).

     STATUS OF THE BORROWER

     On May 11, 1995, the two partnerships comprising the Borrower filed for
     protection under Chapter 11 of the Federal Bankruptcy Code in the United
     States Bankruptcy Court for the Southern District of New York.  The
     Predecessor's only significant source of income was interest received on
     the mortgage loan from the Borrower.  As a result of these filings, neither
     the Predecessor nor the Company received any interest payments from the
     Borrower since the date of bankruptcy.   The Borrower and RGI filed a
     Chapter 11 reorganization plan (the "Chapter 11 Plan") for the Borrower
     that contemplated that ownership of the Property would be turned over to
     the Predecessor or its designee upon consummation of the Chapter 11 Plan.
     Pursuant to the order of the Bankruptcy Court the Chapter 11 Plan was
     confirmed on May 29, 1996 and became effective on July 17, 1996 upon the
     transfer of the Property by the Borrower to the Company.

     MERGER AGREEMENT

     Pursuant to an Agreement and Plan of Merger, dated as of November 7, 1995,
     entered into between the Predecessor and a group of investors (the
     "Investor Group") the members of which are Exor Group S. A., Prometheus
     Investors, L.L.C., Rockprop, L.L.C., Troutlet Investments Corporation,
     Gribble Investments (Tortola) BVI, Inc., Weevil Investments (Tortola) BVI,
     Inc. and Whitehall Street Real Estate Limited Partnership V ("Whitehall"),
     as amended by Amendment No. 1 thereto dated as of February 12, 1996,
     Amendment No, 2 thereto dated as of April 25, 1996, Amendment No. 3 thereto
     dated as of May 29, 1996 and Amendment No. 4 thereto dated as of June 30,
     1996, (as so amended, the "Merger Agreement"), RCPI Merger Inc. was merged
     (the "Merger") with and into the Predecessor and the Predecessor became a
     subsidiary of RCPI Holdings Inc., a Delaware corporation controlled by the
     Investor Group ("RCPI Holdings").

     The Merger Agreement was approved by the stockholders of the Predecessor on
     March 25, 1996 and became effective on July 10, 1996 (the "Effective
     Date").  As a result of the consummation of the Merger on the Effective
     Date, each share of the Predecessor's common stock outstanding as of the
     Effective Date (other than (i) shares of Common Stock held by the
     Predecessor or any of its subsidiaries, (ii) shares of Common Stock held by
     RCPI Holdings or any of its subsidiaries (including RCPI Merger) and (iii)
     any shares of common stock held


                                      - 9 -

<PAGE>
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                   (UNAUDITED)

     by a stockholder who was entitled to demand, and who properly demanded and
     has not withdrawn such demand, appraisal for such shares in accordance with
     Section 262 of the Delaware General Corporation Law) was converted into the
     right to receive $8.00 net in cash, without interest thereon.  As a result
     of the consummation of the Merger, all of the Common Stock of the 
     Predecessor is now held of record by RCPI Holdings and all of the Warrants
     and SARs have been canceled.  Also on July 10, 1996 the Predecessor
     transferred all of its assets and liabilities to the Company and the 
     Company became the successor to the Predecessor under the Indenture 
     governing the Convertible Debentures.

     In addition, under the Merger Agreement, Goldman Sachs Mortgage Company
     ("GSMC"), which is a party to the Merger Agreement for this purpose, agreed
     to make a line of credit available to the Predecessor (the "GSMC Facility")
     during the period between November 7, 1995 and the earlier of (1) the
     consummation of the merger contemplated by the Merger Agreement or (2) any
     termination of the Merger Agreement.  Such credit was secured on the same
     basis as the Floating Rate Notes and the 14% Debentures, but accrued
     interest at the rate of 10% per annum (compounded quarterly) and was
     prepayable at any time without penalty.  If borrowings under the GSMC
     Facility had not been repaid by the earlier of July 19, 1996, or any
     termination of the Merger Agreement in specified circumstances, such
     borrowings would have become subject to the same terms and conditions as
     those applicable to the Floating Rate Notes.  The Predecessor had borrowed
     a total of $63.7 million under the GSMC Facility.  The principal balance
     and accrued interest was repaid in full on July 17, 1996 by the Company.

     During the quarter ended September 30, 1995, the Predecessor recorded
     certain transaction costs and expenses aggregating $25.3 million, which
     reflected the breakup fee related to the termination of a Combination
     Agreement (See Note 6), professional fees, and certain liquidation expenses
     and other liabilities specifically provided for in the Merger Agreement.
     For the quarter ended June 30, 1996, this liability was adjusted by $6.6
     million to more accurately reflect the amounts actually paid upon
     consummation of the Merger and amounts remaining unpaid.  For the period
     from July 1 to July 9, 1996, the liability was further adjusted by $1.6
     million to reflect the actual amount paid in final settlement of the
     termination of the Combination Agreement (See Note 6). As a result, a
     credit of $8.2 million is reflected in total expenses of the Predecessor
     for the period from January 1 to July 9, 1996.

     NBC SALE

     On July 17, 1996, the effective date of the Chapter 11 Plan, the Company,
     as the Predecessor's designee, acquired the Property from the Borrower
     pursuant to the Second Amended Joint Plan of Reorganization confirmed on
     May 29, 1996 in the Bankruptcy cases of the Borrower.  Concurrent
     therewith, the Borrower delivered to General Electric Company, a New York
     corporation ("GE"), National Broadcasting Company, Inc., a Delaware
     corporation ("NBC"), and NBC Trust No. 1996A, a Delaware business trust,
     for $440 million, interests in certain buildings in the property
     previously leased by GE or its affiliates, including NBC, pursuant to the
     agreement, dated as of April 23, 1996, among Whitehall, Rockprop L.L.C.,
     Prometheus Investors, L.L.C., Troutlet Investments Corporation, Gribble
     Investments (Tortola) BVI, Inc., Weevil Investments (Tortola) BVI, Inc.,
     Exor Group S.A., GE and NBC (the "NBC Sale").  Pursuant to the Chapter 
     11 Plan, the proceeds from the NBC Sale were paid to the Company reducing 
     the outstanding mortgage loan.
     

2.   BASIS OF PREPARATION

     The accompanying financial statements are prepared in accordance with
     generally accepted accounting principles and reflect the results of
     operations and cash flows of the Predecessor for the year ended 
     December 31, 1995 and for the period from January 1, 1996 through the 
     Effective Date.  The results of operations and cash flows of the Company, 
     successor in interest to the Predecessor, are presented for the period from
     the Effective Date through September 30, 1996.  The Predecessor's balance 
     sheet at December 31, 1995 and the Company's balance sheet at 
     September 30, 1996 are presented.  Pro forma results of operations, as if 
     the acquisition of the Property and the NBC Sale had occurred as of 
     January 1, 1996, are presented in Note 7 to the financial statements.

                                     - 10 -
<PAGE>
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                   (UNAUDITED)

     Pursuant to Accounting Principles Bulletin No. 16, Business Combinations
     ("APB 16"), the Merger will be accounted for by the purchase method of
     accounting, pursuant to which the purchase price will be allocated among
     the assets and liabilities of the Company based on the fair market value of
     the assets and liabilities on the Effective Date. As of September 30, 1996
     these allocations had not been finalized.  Statement of Financial
     Accounting Standards No. 38, Accounting for Preacquisition Contingencies 
     of Purchased Enterprises, allows the acquiring company up to one year to
     adjust the fair market value of the assets and liabilities acquired.

3.   MORTGAGE LOAN AND INTEREST INCOME

     The mortgage loan, which was in the face amount of $1.3 billion, was made
     pursuant to a Loan Agreement between the Predecessor and the Borrower on
     September 19, 1985 (as amended, the "Loan Agreement"), and was evidenced by
     two notes (collectively, as amended, the "Note").  Following the Borrower's
     failure to make the interest payment due on May 31, 1995, the Predecessor
     drew down the full amount available under the $50 million of letters of
     credit which supported, among other things, payment of Base Interest, (as
     defined) on the mortgage loan.  Due to the significant uncertainties caused
     by the Borrower's Chapter 11 filings and solely for accounting purposes,
     this $50 million was applied to reduce the carrying value of the
     mortgage loan to $1.25 billion.  Subsequent to December 31, 1994 and prior
     to the execution and delivery of the Merger Agreement, the Predecessor had
     based the value assigned to the Property and hence to the mortgage loan on
     an independent appraisal as of December 31, 1994, which was supported by a
     concurring review.  However, the terms of the Merger Agreement indicated
     that the market value of the Property was now less than its carrying value.
     Thus, during the quarter ended September 30, 1995, the Predecessor further
     reduced the carrying value of the mortgage loan by $74 million, which is
     included on the statement of operations under the caption "effects of the
     execution and delivery of the merger agreement", to reflect the economics
     of the transactions contemplated by the Merger Agreement.

     Due to the significant uncertainties created by the Borrower's Chapter 11
     filings, the Predecessor limited recognition of income on the mortgage loan
     for the year ended December 31, 1995 and the period ended July 9, 1996 to
     the cash , if any, actually received from the Borrower.

4.   DEBT

     CONVERTIBLE DEBENTURES

     Interest expense recognized on the Convertible Debentures is based on 
     the average yields to the maturity date, December 31, 2000.  The average 
     yields are computed (using the interest method with semiannual 
     compounding) by (1) combining the differing coupon rates on the Current 
     Coupon Convertible Debentures and (2) amortizing the original issue 
     discount related to the Zero Coupon Convertible Debentures.  The 
     resulting effective annual interest rates were 9.23% and 10.23%, through 
     the Effective Date, for the Current Coupon and Zero Coupon Convertible 
     Debentures, respectively.  Upon consummation of the Merger, the carrying 
     value of the Zero Coupon Convertible Debentures was adjusted to reflect 
     the fair market value of such Debentures at such date.  Due to this 
     adjustment such Debentures have been accreting at 12.10% since the 
     Effective Date rather then at the 10.23% as they had prior to that date. 
     The Current Coupon Convertible Debentures were redeemed on August 28, 
     1996 and  the principal amount of $213,170,000 plus accrued interest was 
     paid on that date.

     FLOATING RATE NOTES

     The interest rate on the Floating Rate Notes is based on the 90-day London
     Interbank Offered Rate ("LIBOR") plus 4%.  At September 30, 1996 the
     interest rate in effect is 9.28%.  The average interest rate for the nine
     months ended September 30, 1996 was 9.48%.  In addition to this interest
     based upon LIBOR, interest expense on the Floating Rate Notes includes the
     financial effect associated with interest rate swap agreements used for
     hedging purposes (see below).  A total of $106,296,000 of the outstanding
     principal plus accrued interest was prepaid on July 17, 1996.  As of
     September 30, 1996, an aggregate principal amount of $10 million remains
     outstanding.

     14% DEBENTURES

     Interest expense on the 14% Debentures also includes the straight line
     amortization of the original issue discount related to the Warrants and
     SARs through the expiration date of December 31, 2007.  Under the terms of
     the
                                     - 11 -
<PAGE>

                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                   (UNAUDITED)


     14% Debentures, to the extent that Net Cash Flow (as defined) is
     insufficient to pay interest on an interest payment date (each June and
     December 2), the Company will not be obligated to pay interest on the 14%
     Debentures on such date and such interest will accrue.

     In connection with the issuance of the 14% Debentures in December 1994, the
     Predecessor separately issued to Whitehall 5,349,541 SARs which were
     exchangeable for 14% Debentures or under certain circumstances for Warrants
     on a one-for-one basis.  The SARs were exchangeable for a principal amount
     of 14% Debentures equal to the product of the average daily market prices
     of the Common Stock for the 30 consecutive trading days immediately
     preceding the date of exchange ($7.89 at July 10, 1996) minus the exercise
     price per share of the Warrants into which the SARs are exchangeable ($5
     per Warrant) times the number of Warrants into which the SARs are
     exchangeable (5,349,541).  All outstanding Warrants and SARs were canceled
     in connection with the Merger.  See Note 1.

     Due to the increase in the market price of the Predecessor's Common Stock
     during the period from January 1 to July 9, 1996, the Predecessor was
     required to increase its SARs liability and record a current noncash charge
     to earnings of $2,041,000 for such period  The Predecessor was required to
     make adjustments to earnings for the difference between the aggregate
     principal amount of 14% Debentures issuable upon exchange of the SARs (SARs
     liability) and the value at which the SARs liability was carried.

     GSMC FACILITY

     The Merger Agreement provided that GSMC would make a line of credit
     available to the Predecessor during the period between November 7, 1995 and
     the earlier of (1) the consummation of the merger contemplated by the
     Merger Agreement or (2) any termination of the Merger Agreement.  Such
     credit was secured on the same basis as the Floating Rate Notes and the 14%
     Debentures, but would have accrued interest at the rate of 10% per annum
     (compounded quarterly) and was prepayable at any time without penalty.  If
     borrowings under the GSMC Facility had not been repaid by the earlier of
     July 19, 1996 or any termination of the Merger Agreement in specified
     circumstances, such borrowings would have become subject to the same terms
     and conditions as those applicable to the Floating Rate Notes.  The
     Predecessor had borrowed a total of $63.7 million under the GSMC Facility
     which amount was repaid in full with accrued interest on July 17, 1996, by
     the Company (see Note 1).

     INTEREST RATE SWAP AGREEMENTS

     In connection with its short term floating rate debt, the Predecessor
     entered into interest rate swap agreements with financial institutions that
     were intended to fix a portion of the Predecessor's interest rate risk on
     floating rate debt.  In connection with the issuance of the Floating Rate
     Notes and 14% Debentures in December 1994, the Predecessor retired certain
     of its interest rate swap agreements.  The Company assumed the remaining
     agreements on the Effective Date.  The Company pays a fixed rate of
     interest semi-annually and receives a variable rate of interest semi-
     annually based on 180-day LIBOR.  The amount to be paid or received from
     interest rate swap agreements is accrued as floating interest rates are
     reset semi-annually. The $105,000,000 notional amount of interest rate swap
     agreements outstanding at September 30, 1996 represents three contracts,
     each expiring during 1998.


                                     - 12 -

<PAGE>
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                   (UNAUDITED)

The net notional principal, weighted average interest rate of net interest rate
swap agreements outstanding and annualized net payment relating to interest rate
swap contracts, as of September 30, 1996 and 1995 are as follows:

                                                     1996            1995
                                                  ------------    ------------

          Net notional principal                  $105,000,000    $105,000,000
                                                  ------------    ------------
                                                  ------------    ------------

          Weighted average interest rate
           of net swaps outstanding                     4.026%          3.560%
                                                  ------------    ------------
                                                  ------------    ------------

          Annualized net payment                  $  4,227,300     $ 3,738,000
                                                  ------------    ------------
                                                  ------------    ------------

     The settlement value of all swap agreements outstanding at September 30,
     1996, based on information supplied by the counter parties to the swap
     contracts, was a liability for the Company of approximately $6.2 million as
     compared to $9.7 million at September 30, 1995.

5.   NET LOSS PER SHARE AND DISTRIBUTIONS

     Net loss per share for the Predecessor is based upon 38,260,704 average
     shares of Common Stock outstanding during the period from July 1, 1996 to
     July 9, 1996, the quarter ended September 30, 1995, the period from January
     1, 1996 to July 9, 1996 and the nine months ended September 30, 1995,
     respectively.  For each of these periods, fully diluted net loss per share
     is not presented since the effect of the assumed conversion of the
     Convertible Debentures, Warrants and SARs would be anti-dilutive.

     The Indenture governing the Convertible Debentures limits cash
     distributions to equity holders to the amount of cumulative Distributable
     Cash.  The Indenture defines Distributable Cash as cash receipts from
     operations less operating expenses and interest.  The amount of
     Distributable Cash at September 30, 1996 is approximately $60 million.
     This amount includes operating cash flows from the Predecessor, net of
     dividends paid, through July 10, 1996 and operating cash flow from the
     Company since July 10, 1996.  As interest income was not received by the
     Predecessor during the period when the Borrower was under Chapter 11
     protection, net cash flows from operations of the Property, which accrued
     to the benefit of the Company during this period, are also included.

6.   LEGAL MATTERS

     On January 23, 1995, Bear, Stearns & Co., Inc. and Donaldson, Lufkin &
     Jenrette Securities Corporation commenced an action against the Company in
     the Supreme Court of New York, County of New York.  The plaintiffs allege
     that the Company breached a contract relating to the plaintiffs' provision
     of investment banking services to the Predecessor in connection with a 
     proposed 1994 transaction.  The plaintiffs seek $5,062,500, plus costs, 
     attorneys' fees and interest.  The Supreme Court of New York denied the 
     Predecessor's motion to dismiss the complaint on September 21, 1995.  On 
     October 10, 1995, the Predecessor filed an answer to the complaint which 
     denied the plaintiffs' allegations and asserted numerous affirmative 
     defenses.  The Predecessor has vigorously contested the plaintiffs' claims.
     On June 11, 1996, RCPI moved for partial summary judgment on plaintiffs' 
     claim that they are entitled to a "success fee" of over $4 million even 
     though the transaction they proposed for RCPI was never consummated, and 
     on plaintiffs' claim for indemnification of legal fees and expenses in 
     connection with this lawsuit.  On the same day, the plaintiffs moved for 
     partial summary judgment on their claim for $950,000 in advisory fees and 
     reimbursement of expenses incurred in connection with the underlying 
     proposed transaction.  These motions are currently pending.

     On May 11, 1995 the two partnerships comprising the Borrower filed for
     protection under Chapter 11 of the Federal Bankruptcy Code in the United
     States Bankruptcy Court for the Southern District of New York.  The Chapter
     11 Plan was confirmed on May 29, 1996 and became effective on July 17, 1996
     (See Note 1).
                                     - 13 -
<PAGE>
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                   (UNAUDITED)

     On May 24, 1995, Jerry Krim commenced an action encaptioned KRIM V.
     ROCKEFELLER CENTER PROPERTIES, INC. AND PETER D. LINNEMAN.  On June 7,
     1995, Kathy Knight and Moishe Malamud commenced an action encaptioned
     KNIGHT, ET AL. V. ROCKEFELLER CENTER PROPERTIES, INC. AND PETER D.
     LINNEMAN.  Both actions were filed in the United States District Court for
     the Southern District of New York and purport to be brought on behalf of a
     class of plaintiffs comprised of all persons who purchased the 
     Predecessor's Common Stock between March 20, 1995 and May 10, 1995.  The 
     complaints allege that the Predecessor and Dr. Linneman violated the 
     federal securities laws by their purported failure to disclose, prior to 
     May 11, 1995, that the Borrower would file for bankruptcy protection.  The
     cases have been consolidated.  On July 28, 1995, the Predecessor and Dr. 
     Linneman filed answers to the complaints denying plaintiffs' substantive 
     allegations and asserting numerous affirmative defenses. On September 22, 
     1995, plaintiffs served an Amended Class Action Complaint adding the 
     Predecessor's remaining directors and its president as defendants.  In 
     addition to the foregoing claims, the Amended Complaint also asserts a 
     cause of action for breach by the Predecessor's directors and its 
     president of their fiduciary duties by approving the Agreement and Plan of
     Combination dated as of September 11, 1995, between the Company and Equity
     Office Holdings, L.L.C. ("EOH") (the "Combination Agreement").  The 
     plaintiffs are seeking damages in such amount as may be proved at trial.  
     Plaintiffs are also seeking injunctive relief, plus costs, attorneys' fees
     and interest.  The Company intends to vigorously contest these actions.

     On July 6, 1995, Charal Investment Company, Inc. commenced a derivative
     action against certain of the Predecessor's present and former directors
     in the Court of Chancery of the State of Delaware in and for New Castle 
     County ("Delaware Court of Chancery").  The Predecessor was named as a 
     nominal defendant.  The plaintiff alleged that the directors breached 
     their fiduciary duties by: (1) using commercial paper proceeds to 
     repurchase Convertible Debentures in 1987-1992; (2) entering into interest
     rate swaps; and (3) making capital distributions to stockholders during 
     the years 1990 through 1994.  On February 21, 1995, prior to the 
     commencement of the action, the Predecessor's Board of Directors appointed
     a special committee of the Board to review the plaintiff's February 3, 
     1995 pre-suit demand that the Predecessor's Board of Directors institute 
     litigation on the Predecessor's behalf with respect to such claims and 
     recommend a course of action to the full Board.  Plaintiff nevertheless 
     commenced the action, asserting that circumstances did not permit further 
     delay.  On November 7, 1995, the Delaware Court of Chancery dismissed this
     action without prejudice due to plaintiff's failure to comply with the 
     requirements of the Delaware Court of Chancery Rule 23.1.

     On November 14, 1995, the plaintiff moved to amend and supplement its
     complaint and/or to amend or alter the Delaware Court's judgment so as to
     permit the filing of additional derivative allegations, as well as class
     allegations that the Predecessor's Board of Directors had approved the 
     proposed Merger without considering the value to the Predecessor of the 
     matters set forth in the plaintiff's pre-suit demand.  The Delaware Court
     of Chancery denied the plaintiff's motion on February 12, 1996.

     On November 28, 1995, the special committee of the Board reviewed the    
     report of its counsel and, after deliberation, determined to recommend to 
     the Predecessor's Board of Directors that the plaintiff's pre-suit demand 
     be rejected because it would not be in the best interest of the 
     Predecessor to pursue the matters set forth in such demand.  On December 
     5, 1995, after considering the recommendation of the special committee 
     and the report of the special committee's counsel, the Predecessor's 
     Board of Directors voted to reject the plaintiff's pre-suit demand.

     On February 29, 1996, Charal Investment Company, Inc. filed a new action 
     in the Delaware Court of Chancery purporting to assert both derivative and
     class counts.  The derivative count alleges claims substantially identical
     to those set forth in Charal's July 6, 1995 complaint, which claims were
     the subject of the Board's rejection of plaintiff's pre-suit demand.  The
     class count alleges that the directors failed to consider the value of the
     derivative claims in connection with the Board's evaluation of the fairness
     of the proposed Merger.  The Predecessor is named only as a nominal 
     defendant in this action.  On June 5, 1996, Charal filed an amended and 
     supplemental complaint which repeated the allegations contained in the 
     February 29, 1996 complaint and added a new class claim against the 
     individual defendants alleging that they had breached their fiduciary 
     duties by not

                                     - 14 -
<PAGE>
                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                   (UNAUDITED)

     including certain information in the proxy statement disseminated in
     connection with the Merger.  To the extent that any relief is sought
     against the Company, the Company intends to vigorously contest the action.
     On October 18, 1996, the Defendants, including the Company, moved to
     dismiss the amended and supplemental complaint.  The motion is currently
     pending.

     On November 15, 1996, Charal Investment Co., Inc. and C.W. Sommer & Co. 
     filed a purported class action complaint in the United States District 
     Court for the District of Delaware against certain former directors and 
     officers of the Predecessor and against certain of the Company's indirect
     shareholders.  The action is entitled CHARAL INVESTMENT CO. v. 
     ROCKEFELLER, ET AL.  Civil Action No. 96-543 ("CHARAL II").  Plaintiffs 
     allege that the Defendants violated Section 10(b) of the Securities and 
     Exchange Act of 1934 (the "Act") and Rule 10b-5 promulgated thereunder, 
     and Section 14 of the Act and Rule 14a-9 promulgated thereunder by 
     allegedly failing to provide adequate disclosure of the alleged 
     possibility of a sale or leasehold financing of a portion of Rockefeller 
     Center to the National Broadcasting Company and its parent corporation, 
     General Electric Co., prior to the shareholder vote on the Merger.  The 
     complaint seeks unspecified damages, rescission of the Merger, and/or 
     disgorgement.  Defendents have advised the Company that they intend to 
     deny the material allegations of the complaint and to contest the action 
     vigorously.  The Company may have indemnity obligations with respect to 
     one or more of the Defendants.

     On July 31, 1995, L.L. Capital Partners, L.P. commenced an action against
     the Predecessor in the United States District Court in the Southern 
     District of New York.  The plaintiff alleges that, in a RCPI prospectus 
     dated November 3, 1993, the Predecessor failed to disclose its purported 
     belief that the Rockefeller Interests and Mitsubishi Estate would cease to
     fund the Borrower's cash flow shortfalls.  The plaintiff seeks recovery 
     under Section 12(2) of the Securities Act of 1933, Section 10(b) of, and 
     Rule 10b-5 under the Exchange Act and the common law.  On April 16, 1996, 
     the Court granted the Predecessor's motion to dismiss the complaint for 
     failure to state a claim.  On June 3, 1996, Plaintiff filed an Amended 
     Complaint.  On September 24, 1996, the Court granted the Predecessor's 
     motion to dismiss plaintiff's Amended Complaint for failure to state a 
     claim.  On October 24, 1996, plaintiff filed a Notice of Appeal.

     On September 13 and 14, 1995, five class action complaints, captioned
     FAEGHEH MOEZINIA V. PETER D. LINNEMAN, BENJAMIN D. HOLLOWAY, PETER G.
     PETERSON, WILLIAM F. MURDOCH, JR. AND ROCKEFELLER CENTER PROPERTIES, INC.;
     MARTIN ZACHARIAS V. B.D. HOLLOWAY, P.G. PETERSON, W.F. MURDOCH, P.D.
     LINNEMAN AND ROCKEFELLER CENTER PROPERTIES, INC.; JAMES COSENTINO V. PETER
     D. LINNEMAN, BENJAMIN D. HOLLOWAY, PETER G. PETERSON, WILLIAM F. MURDOCH,
     JR. AND ROCKEFELLER CENTER PROPERTIES, INC.; MARY MILLSTEIN V. PETER D.
     LINNEMAN, PETER G. PETERSON, BENJAMIN D. HOLLOWAY, WILLIAM F. MURDOCH, JR.
     AND ROCKEFELLER CENTER PROPERTIES, INC.; and ROBERT MARKEWICH V. PETER D.
     LINNEMAN AND DANIEL M. NEIDICH, ET AL. were filed in the Delaware Court of
     Chancery.  On October 11, 1995, an additional complaint captioned HUNTER
     HOGAN V. ROCKEFELLER CENTER PROPERTIES, INC., ET AL. was filed in the
     Delaware Court of Chancery.  Each of the complaints purports to be brought
     on behalf of a class of plaintiffs comprised of stockholders of the 
     Predecessor who have been or will be adversely affected by the Combination 
     Agreement. All of the complaints allege that the Predecessor's Directors 
     breached their fiduciary duties by approving the Combination Agreement.  
     The complaints seek damages in such amount as may be proved at trial.  
     Plaintiffs also seek injunctive relief, plus costs and attorneys fees.  
     On November 8, 1995, the Delaware Court of Chancery entered an order 
     consolidating these actions.  The Company intends to contest these actions 
     vigorously.

     On July 31, 1996, a Petition for Appraisal, captioned SOLOMON V.
     ROCKEFELLER CENTER PROPERTIES, INC., was filed in the Delaware Court of
     Chancery.  The petitioners allege that the consideration paid to the
     Predecessor's stockholders in conjunction with the Merger was inadequate 
     and they request that the Court determine the fair value of their stock at
     the time of the Merger.  The Company filed its Response to the Petition 
     for Appraisal on October 7, 1996, in which it asserts that the fair value 
     of the Predecessor's common stock at the time of the Merger was not more 
     than $8.00 per share and asks the Court to so determine.

     On November 6, 1996, the parties filed stipulations of dismissal with
     prejudice in ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED
     PARTNERSHIP III ("ZML") V. ROCKEFELLER CENTER PROPERTIES, INC., 96 Civ.
     1445, in the United States District Court for the Southern District of New
     York, and ROCKEFELLER CENTER PROPERTIES, INC. V. ZELL/MERRILL LYNCH REAL
     ESTATE OPPORTUNITY PARTNERS LIMITED PARTNERSHIP III AND EQUITY OFFICE
     HOLDINGS, L.L.C. ("EOH"), Index No. 106176/96, in the Supreme Court for the
     State of New York, New York County, dismissing all claims, counterclaims
     and third-party claims with prejudice.  In connection with the dismissal of
     the two actions, the Company paid the sum of ten million one hundred
     seventy-three thousand eight hundred ninety-six dollars ($10,173,896) to
     EOH in settlement of EOH's claim for payment of the break-up fee as set
     forth in the Agreement and Plan of Combination dated as of September 11,
     1995 between the Predecessor and EOH, and it paid the sum of one hundred
     thousand dollars ($100,000) to ZML in settlement of ZML's claim for
     $4,300,000 that the Predecessor violated the investment agreement dated 
     as of August 18, 1995 between the Predecessor and ZML.

     The Company does not expect the outcome of the above litigation to have a
     material effect on the financial condition of the Company.

                                     - 15 -
<PAGE>

                                   RCPI TRUST
                     NOTES TO FINANCIAL STATEMENTS (Cont'd)
                                   (UNAUDITED)


7.   PRO FORMA FINANCIAL INFORMATION

     To provide a more meaningful comparison of results of operations, pro forma
     statements of income are presented for the nine month period ending
     September 30, 1996 as if the Company had acquired the Property on January
     1, 1996.  These results are compared to the Property's actual results of
     operation for the  nine month period ended September 30, 1995.  The pro
     forma statements of income are based upon the Borrower's statement of
     income for the six month period ending June 30, 1996, the Borrower's
     interim operating statement for the period from July 1 to July 17, 1996,
     and the Company's statement of income for the period July 18, 1996 through
     September 30, 1996.

     Net income for the nine month period ended September 30, 1996 is 
     adjusted to give effect to (i) gross revenue and operating expenses had 
     the NBC Sale occurred on January 1, 1996 and (ii) interest expense had 
     the GSMC Facility and Current Coupon Convertible Debentures been repaid 
     in full, and $106,296,000 of principal of the Floating Rate Notes prepaid,
     on January 1, 1996. Net income for the nine month period ended September 
     30, 1995 is adjusted to give effect to interest expense had the Borrower 
     not defaulted on the mortgage loan in May 1995.  The pro forma results 
     are for illustrative purposes only, and do not purport to be indicative 
     of the actual results which would have occurred, nor are they indicative 
     of future results of operations.

                                                      Nine months Ended
                                                        September 30,
                                                     1996           1995
                                                    ------         ------
Gross Revenue:                                     $140,155       $157,801
  Less:
   Operating expenses                              (118,469)      (110,680)
   Interest expense                                 (43,921)       (82,973)
                                                  ---------      ---------

  Net Loss                                        $( 22,235)     $( 35,852)
                                                  ---------      ---------
                                                  ---------      ---------





                                     - 16 -


<PAGE>
                                   RCPI TRUST
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The discussion below relates primarily to the results of operations of 
Rockefeller Center Properties, Inc. (the "Predecessor") for the period ended 
July 9, 1996 and the financial condition and results of operation of  RCPI 
Trust (the "Company") for the period from July 10, 1996 through September 30, 
1996. In addition, pro forma operating statements are presented to provide a 
meaningful comparison of the results of operation of the Property for the 
nine month periods ended September 30, 1996 and 1995 as if the acquisition of 
the Property and the NBC Sale (see below) had occurred on January 1, 1996.  
Investors are encouraged to review the financial statements and the 
Management's Discussion and Analysis of Financial Condition and Results of 
Operations for the year ended December 31, 1995 contained in the 
Predecessor's Annual Report on Form 10-K for the year ended December 31, 1995 
for a more complete understanding of the Predecessor's financial condition 
and results of operations.

The primary source of liquidity for the Predecessor prior to the Chapter 11
filings referred to below was interest income received on its mortgage loan to
two partnerships (collectively, the "Borrower").  The mortgage loan was secured
by leasehold mortgages on the entire Property ("Property") in the aggregate
amount of $1.3 billion.  The mortgage loan was further secured by a recorded
assignment of rents pursuant to which the Borrower had assigned to the
Predecessor, as security for repayment of the mortgage loan, the Borrower's
rights to collect certain rents with respect to the Property.  As discussed
below, pursuant to a Merger Agreement, the Predecessor's assets and liabilities
were transferred to the Company on July 10, 1996.  On July 17, 1996, pursuant to
the Chapter 11 Plan, the Borrower transferred the Property to the Company.

STATUS OF THE BORROWER

On May 11, 1995, the two partnerships comprising the Borrower filed for
protection under Chapter 11 of the Federal Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of New York.  The Predecessor's only
significant source of income was interest received on the mortgage loan from the
Borrower.  As a result of these filings, neither the Predecessor nor the Company
received any interest payments from the Borrower since the date of bankruptcy.
The Borrower and RGI filed a Chapter 11 reorganization plan (the "Chapter 11
Plan") for the Borrower that contemplated that ownership of the Property would
be turned over to the Predecessor or its designee upon consummation of the
Chapter 11 Plan.  Pursuant to the order of the Bankruptcy Court the Chapter 11
Plan was confirmed on May 29, 1996 and became effective on July 17, 1996 upon
the transfer of the Property by the Borrower to the Company.

MERGER AGREEMENT

Pursuant to an Agreement and Plan of Merger, dated as of November 7, 1995,
entered into between the Predecessor and a group of investors (the "Investor
Group") the members of which are Exor Group S. A., Prometheus Investors, L.L.C.,
Rockprop, L.L.C., Troutlet Investments Corporation, Gribble Investments
(Tortola) BVI, Inc., Weevil Investments (Tortola) BVI, Inc. and Whitehall Street
Real Estate Limited Partnership V ("Whitehall"), as amended by Amendment No. 1
thereto dated as of February 12, 1996, Amendment No, 2 thereto dated as of April
25, 1996, Amendment No. 3 thereto dated as of May 29, 1996 and Amendment No. 4
thereto dated as of June 30, 1996, (as so amended, the "Merger Agreement"), RCPI
Merger Inc. was merged (the "Merger") with and into the Predecessor and the
Predecessor became a subsidiary of RCPI Holdings Inc., a Delaware corporation
controlled by the Investor Group ("RCPI Holdings").

The Merger Agreement was approved by the stockholders of the Predecessor on
March 25, 1996 and became effective on July 10, 1996 (the "Effective Date").  As
a result of the consummation of the Merger on the Effective Date, each share of
the Predecessor's common stock outstanding as of the Effective Date (other than
(i) shares of Common Stock held by the Predecessor or any of its subsidiaries,
(ii) shares of Common Stock held by RCPI Holdings or any of its subsidiaries
(including RCPI Merger) and (iii) any shares of Common Stock held by a
stockholder who was entitled to demand, and who properly demanded and has not
withdrawn such demand, appraisal for such shares in accordance with Section 262
of the Delaware General Corporation Law) was converted into the right to receive
$8.00 net in cash, without interest thereon.  As a result of the consummation of
the Merger,


                                     - 17 -
<PAGE>
                                   RCPI TRUST
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)

all of the Common Stock of the Predecessor is now held of record by RCPI
Holdings and all of the Warrants and SARs have been canceled.  Also on July 10,
1996 the Predecessor transferred all of its assets and liabilities to the
Company and the Company became the successor to the Predecessor under the
Indenture governing the Convertible Debentures.

In addition, under the Merger Agreement, Goldman Sachs Mortgage Company
("GSMC"), which is a party to the Merger Agreement for this purpose, agreed to
make a line of credit available to the Predecessor (the "GSMC Facility") during
the period between November 7, 1995 and the earlier of (1) the consummation of
the merger contemplated by the Merger Agreement or (2) any termination of the
Merger Agreement.  Such credit was secured on the same basis as the Floating
Rate Notes and the 14% Debentures, but accrued interest at the rate of 10% per
annum (compounded quarterly) and was prepayable at any time without penalty.  If
borrowings under the GSMC Facility had not been repaid by the earlier of July
19, 1996, or any termination of the Merger Agreement in specified circumstances,
such borrowings would have become subject to the same terms and conditions as
those applicable to the Floating Rate Notes.  The Predecessor had borrowed a
total of $63.7 million under the GSMC Facility.  The principal balance and
accrued interest was repaid in full on July 17, 1996 by the Company.

NBC SALE

On July 17, 1996, the effective date of the Chapter 11 Plan, the Company, as 
the Predecessor's designee, acquired the Property from the Borrower pursuant 
to the Second Amended Joint Plan of Reorganization confirmed on May 29, 1996 
in the Bankruptcy cases of the Borrower.  Concurrent therewith, the Borrower 
delivered  to General Electric Company, a New York corporation ("GE"), 
National Broadcasting Company, Inc., a Delaware corporation ("NBC"), and NBC 
Trust No. 1996A, a Delaware business trust, for $440 million, interests in 
certain buildings in the preperty previously leased by GE or its 
affiliates, including NBC, pursuant to the agreement, dated as of April 23, 
1996, among Whitehall, Rockprop L.L.C., Prometheus Investors, L.L.C., 
Troutlet Investments Corporation, Gribble Investments (Tortola) BVI, Inc., 
Weevil Investments (Tortola) BVI, Inc., Exor Group S.A., GE and NBC (the "NBC 
Sale").  Pursuant to the Chapter 11 Plan, the proceeds from the NBC Sale were 
paid to the Company reducing the outstanding mortgage loan.

RESULTS OF OPERATIONS - ROCKEFELLER CENTER PROPERTIES, INC.

The Predecessor's principle source of revenue for the period ended July 9, 
1996 and September 30, 1995 was interest income received on the mortgage 
loan.  For the periods ended July 9, 1996 and September 30, 1995, the 
Predecessor limited recognition of income on the mortgage loan to the cash 
actually received. During the nine month period ended September 30, 1995, the 
Predecessor recognized $20,339,000 of revenue, prior to the Borrower filing 
for Chapter 11 protection on May 11, 1995. Since that date and through the 
Effective Date, the Predecessor did not receive any interest payments and 
accordingly no income was recognized.

Due principally to decreased cash available for investment, other income for the
period ended July 9, 1996 was $2,000 as compared to $1,003,000 for the period
ended September 30, 1995.

The amortization of deferred debt issuance costs of $12,421,000 for the period
ended July 9, 1996 includes the write-off of the unamortized balance of
$10,565,000 relating to the debt which was transferred to the Company on the
Effective Date.  The amortization for the period ended September 30, 1995
includes the write off of debt issuance costs and letter of intent fees totaling
$4,431,000 relating to the termination of the working capital loan and the 
Agreement and Plan of Combination, dated as of September 11, 1995 (the 
"Combination Agreement"), between the Predecessor and Equity Office Holdings, 
L.L.C. After consideration of these items, amortization for the period ended 
July 9, 1996 is approximately $1,829,000 less than the amortization for the 
nine months ended September 30, 1996 due to the shorter fiscal period in 1996.

The Predecessor was required to adjust the SAR liability to reflect the
aggregate principal amount of 14% Debentures that would have been issuable upon
exchange for the SARs on July 9, 1996 and September 30, 1995, respectively.  The
increase in expense of $8,009,000 between the period ended July 9, 1996 and
September 30, 1995 is directly related to the greater increase in the
Predecessor's stock price during 1995 as compared to 1996.  Concurrent with the
Merger, the Predecessor's SARs and Warrants were canceled.

                                     - 18 -
<PAGE>

                                   RCPI TRUST
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)

During the nine months ended September 30, 1996 the Predecessor recorded certain
transaction costs and expenses aggregating $25,163,000, which reflected
the breakup fee related to the termination of the Combination Agreement,
professional fees, and certain liquidation expenses and other liabilities
specifically provided for in the Merger Agreement.  Also during this period, the
Predecessor reduced the carrying value of the mortgage loan by $74,000,000 to
reflect the economics of the Merger Agreement.  This total of $99,163,000
recognized during the nine months ended September 30, 1995, was adjusted by
$6,622,000 during the quarter ended June 30, 1996 to more accurately reflect the
amounts actually paid upon consummation of the Merger and amounts remaining
unpaid.  During the period from July 1 to July 9, 1996, the liability was
further reduced by $1,610,000 to reflect the actual amount paid in final
settlement of the termination of the Combination Agreement (See Note 6). As a
result, a credit of $8,232,000 is reflected in total expenses for the period
from January 1 to July 9, 1996.

During the period ended July 9, 1996, the Predecessor recognized $422,000 of
expenses related to the March 25, 1996 special meeting of stockholders.  The
stockholders approved the Merger Agreement on that date.

All debt of the Predecessor was transferred to the Company on the Effective 
date, thus interest expense from July 10, 1996 through September 30, 1996 was 
recognized by the Company.  To provide a  more meaningful comparison to the 
period ended September 30, 1995, interest expense  recognized by the 
Predecessor for the period from January 1 through July 9, 1996 and interest 
expense recognized by the Company for the period July 10, 1996 through 
September 30, 1996 have been combined.  The following table illustrates 
comparative interest expenses for the nine month periods ended September 30, 
1996 and 1995.

                                            For the nine month period ended
                                                   September 30
                                                  1996      1995
                                                  ----      ----

Current coupon convertible debentures             15,337    17,107
Zero coupon convertible debentures                28,152    24,862
14% debentures                                     8,262     8,252
Floating rate notes                                6,278    10,397
GSMC facility                                      2,664         -
Other interest                                     2,736     3,657
                                                  ------    ------

Total                                             63,429    64,275
                                                  ------    ------
                                                  ------    ------

The Current Coupon Convertible Debentures were redeemed on August 28, 1996.  Due
primarily to the shorter period such Debentures were outstanding during 1996,
interest expense related to these Debentures decreased by $1,770,000.

Upon consummation of the Merger, the carrying value of the Zero Coupon
Convertible Debentures was adjusted to reflect the fair market value of such
Debentures at that date.  Due to this adjustment, such debentures have been
accreting at 12.10% since the Effective Date, rather than at the 10.23% as they
had prior to that date.  As a result, interest expense increased by $3,290,000.

Interest expense on the 14% Debentures accrues at the pay rate.  The $10,000
increase in expense for the nine month period ended September 30, 1996 as
compared to the same period during 1995 is a result of additional amortization
of the original issue discount.

On July 17, 1996, the Company prepaid $106,296,000 of the outstanding principal
plus accrued interest on the Floating Rate Notes.  As of September 30, 1996,
$10,000,000 remained outstanding. Interest expense related to the Floating Rate
Notes decreased by $4,119,000 due to the smaller principal balance outstanding
during the nine month period ended September 30, 1996.  Interest expense on the
swap agreements, which the Predecessor had accounted for as a component of
interest expense related to the Floating Rate Notes, has been reclassified to
"other interest" for this analysis.


                                     - 19 -

<PAGE>

                                   RCPI TRUST
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)


Interest expense related to the GSMC Facility, which was obtained in November
1995, totaled $2,664,000 during the period ended September 30, 1996.

The decrease in other interest of $921,000 is due primarily to more favorable
interest rates related to the interest rate swap agreements during the nine
month period ended September 30, 1996 as compared to the same period in 1995.

LIQUIDITY AND CAPITAL RESOURCES - RCPI TRUST

LAND AND BUILDING

As discussed above, on July 17, 1996, the Property was transferred to the 
Company and the related mortgage notes were canceled.  Concurrently, the 
Borrower delivered certain interests in certain buildings in the Property 
("NBC Space") to GE, NBC, and their affiliates for $440,000,000.  The NBC 
Space, measured in accordance with the standards promulgated by the New York 
Real Estate Board in 1987, accounted for approximately 1,520,000 square feet, 
or 20.5% of the total area of the Property.

Leasing activity which had been adversely affected by the Borrower's Chapter 11
filing, has increased since acquisition of the Property by the Company. At
September 30, 1996 the Property, excluding the NBC Space, was approximately
82.8% occupied as compared to 81.7% on July 17, 1996.  Since acquisition of the
Property, the Company has executed 21 new leases for a total of 103,000 square
feet.  Net absorption since acquisition has been 65,000 square feet.  Occupancy
rates for the Property at the following dates, prior to acquisition, have been
adjusted to account for the sale of the NBC space:

June 30, 1996            82.2%     September 30, 1995       86.2%
March 31, 1996           83.8%     June 30, 1995            85.2%
December 31, 1995        82.7%     March 31, 1995           87.5%

The following table shows selected lease expirations and vacancy of the 
Property, excluding the NBC Space, as of September 30, 1996.  Area, as 
presented below and discussed above, is measured based on standards 
promulgated by the New York Real Estate Board in 1987.  Lease turnover could 
offer an opportunity to increase the revenue of the Property or might have a 
negative impact on the Property's revenue.  Actual renewal and rental income 
will be affected significantly by market conditions at the time and by the 
terms at which the Company can then lease space.  Because the former leases 
for the NBC Space would not have expired until 2022, the percentage of leases 
expiring  in the next five years for the Property, excluding the NBC space, 
is higher than it was prior to the NBC Sale.

                         Square Feet              Percent
YEAR                      Expiring                Expiring
----                      --------                --------

Vacant                   1,014,017                 17.2%
1996                       192,792                  3.3%
1997                       241,407                  4.1%
1998                       301,693                  5.1%
1999                       218,878                  3.7%
2000                       451,279                  7.6%
Thereafter               3,479,464                 59.0%
                         ---------                ------

Total                    5,899,530                100.0%
                         ---------                ------
                         ---------                ------

DEBT

The Current Coupon Convertible Debentures transferred from the Predecessor to
the Company on the Effective  Date were redeemed on August 28, 1996.  Principal
in the amount of $213,170,000 plus accrued interest of


                                     - 20 -

<PAGE>

                                   RCPI TRUST
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)


$18,321,000 was paid on that date.  Interest accrued at the pay rate of 13% from
the effective date through the redemption date.  Prior to transfer of such
Debentures from the Predecessor, interest accrued at an effective annual
interest rate of 9.23%.

The GSMC Facility transferred from the Predecessor to the Company on the
Effective Date was repaid in full on July 17, 1996.  The total payment of
$66,484,000 included accrued interest of $2,817,000.  Interest accrued at 10%
for the period from July 10, 1996 to July 17, 1996.

The Zero Coupon Convertible Debentures due December 31, 2000 accrete to a face
value of $586,185,000 at an effective annual interest rate of 12.10%.
Concurrent with the Merger, the carrying value of such Debentures was adjusted
to reflect the fair market value as of the Effective Date.  As a result, the
effective annual interest rate changed from 10.23% to 12.10%. At September 30,
1996, the carrying value of such Debentures, net of unamortized discount, was
$351,417,000.

The Floating Rate Notes mature on December 31, 2000 and bear interest at the
London Interbank Offered Rate ("LIBOR") plus 4%. Interest is paid quarterly on
March 1, June 1, September 1, and December 1.  At September 30, 1996, interest
was accruing at 9.28%.  On July 17, 1996, outstanding principal in the amount of
$106,296,000 plus accrued interest of $1,234,000 was prepaid.  As of September
30, 1996, $10,000,000 of principal  remained outstanding.

The 14% debentures have a principal balance of $75,000,000 and mature on
December 31, 2007.  Interest expense includes the amortization of the original
issue discount.  Interest payments are made semi-annually on June 2 and December
2.  As of September 30, 1996, the carrying value of such debentures was
$70,986,000, and has not yet been adjusted to reflect the fair market value 
as of the Effective Date, in accordance with APB 16.  Management expects this 
adjustment to be finalized by December 31, 1996.

CASH FLOW

The Company received $15,499,000 from the Borrower in connection with the
Company's acquisition of the Property,  representing the balance in the
collateral trust account. The proceeds from the sale of the NBC Space were used
primarily to retire the Current Coupon Convertible Debentures, the GSMC
Facility, and a significant portion of the Floating Rate Notes.

The Company expended approximately $12,528,000 of legal and consulting fees to
acquire the Property.  Since acquisition of the Property, the Company has
expended $4,140,000 and $2,567,000 in tenant improvements and leasing
commissions, respectively.

RESULTS OF OPERATIONS - RCPI TRUST

As the Company's statement of operations only reflects activity from the
Effective Date through September 30, 1996, pro forma operating statements for
the nine months ended September 30, 1996 and 1995 have been prepared as if the
Property had been acquired on January 1, 1996.  The discussion below highlights
certain items included on the Company's operating statement for the period from
July 10, 1996 through September 30, 1996.  For a discussion of comparative
results of operations, refer to the caption "Pro Forma Results of Operations -
The Property."

A significant portion of the proceeds received from the NBC Sale remained on
hand through the  redemption of  the Current Coupon Convertible Debentures on
August 28, 1996.  As a result, $1,573,000 of interest income was earned.

Due to downsizing of personnel employed by the Company, $627,000 in severance
costs and placement fees were incurred.

The Company expended $1,779,000 to buy out the lease of a tenant who had filed
for bankruptcy in order to gain control of the underlying space.


                                     - 21 -

<PAGE>

                                   RCPI TRUST
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)


In connection with the retirement of the Floating Rate Notes, the Company
incurred a prepayment penalty of $1,594,000.

For a comparison of interest expense of the Company and the Predecssor for 
the nine month periods ended September 30, 1996 and 1995, see "Results of 
Operations - Rockefeller Center Properties, Inc."

PRO FORMA RESULTS OF OPERATIONS - THE PROPERTY

To provide a more meaningful comparison of results of operations, pro forma
statements of income are presented for the nine month period ending September
30, 1996 as if the Company had acquired the Property on January 1, 1996.  These
results are compared to the Property's actual results of operation for the  nine
month period ended September 30, 1995.  The pro forma statements of income are
based upon the Borrower's statement of income for the six month period ending
June 30, 1996, the Borrower's interim operating statement for the period from
July 1 to July 17, 1996, and the Company's statement of income for the period
July 18, 1996 through September 30, 1996.

Net income for the nine month period ended September 30, 1996 is adjusted to 
give effect to (i) gross revenue and operating expenses had the NBC Sale 
occurred on January 1, 1996 and (ii) interest expense had the GSMC Facility 
and Current Coupon Convertible Debentures been repaid in full, and 
$106,296,000 of principal of the Floating Rate Note prepaid,  on January 1, 
1996. Net income for the nine month period ended September 30, 1995 is 
adjusted to give effect to interest expense had the Borrower not defaulted on 
the mortgage loan in May 1995.  The pro forma results are for illustrative 
purposes only, and do not purport to be indicative of the actual results 
which would have occurred, nor are they indicative of future results of 
operations.

                                                  ($ In Thousands)
                                                     (Unaudited)

                                                 Nine months Ended
                                                    September 30,
                                                 1996           1995

Gross Revenue:
  Rent and other tenant charges                $137,724       $157,527
  Interest income                                 2,431            274
                                               --------       --------
                                                140,155        157,801

Operating Expenses:
  Real estate taxes                              25,527         25,703
  Real estate tax refund                              -         (7,388)
  Utilities                                      12,229         13,207
  Maintenance and engineering                    20,376         23,096
  Other operating expenses                       30,683         29,759
  Depreciation and amortization                  20,402         20,559
  Management fee                                  4,895          2,036
  General and administrative                      4,357          3,708
                                                118,469        110,680
                                               --------       --------
Earnings before interest                         21,686         47,121

Interest expense                                 43,921         82,973
                                               --------       --------

Net (loss)                                     $(22,235)      $(35,852)
                                               --------       --------
                                               --------       --------

Gross revenue decreased by $19,803,000 for the nine month period ended September
30, 1996 as compared to the same period in 1995.  The decrease is primarily a
result of the NBC Sale because, concurrent therewith, all leases governing the


                                     - 22 -

<PAGE>

                                   RCPI TRUST
                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Cont'd)


NBC Space were canceled.  The Company would have received base rent and
operating escalations of $1,236,000 and $927,000 per month, respectively 
from NBC for the nine months ended September 30, 1996 had the sale not 
occurred. As a result, gross revenue is $19,467,000 less during the nine 
months ended September 30, 1996.  The remaining decrease can be attributed 
to the lower occupancy percentage during the nine month period ended 
September 30, 1996 as compared to nine month period ended September 30, 1995.

As discussed above, the increase in interest income of $2,157,000 was due in
part to the large cash balance carried prior to redemption of the Current Coupon
Convertible Debentures.  The remaining increase can be attributed to the
Borrower's failure to make interest payments from the bankruptcy date through
the date the Property was acquired by the Company.  As a result, the cash
balance and resulting interest income was higher during the nine month period
ended September 30, 1996 as compared to the same period in the prior year.

On June 29, 1995, the bankruptcy court approved a settlement between the
Borrower and New York City that incorporated a reduction in the assessed
valuation of the Property.  As a result, the Borrower received a real estate tax
refund of $7,388,000 relating to the period from July 1, 1989 to September 30,
1995.  The refund was recognized during the nine month period ended September
30, 1995.

For the nine month period ended September 30, 1996 compared with the same period
in 1995, utilities decreased by $978,000 and maintenance and engineering
decreased by $2,720,000 due primarily to the reimbursement of operating costs by
NBC.  The Company and NBC have executed two agreements governing the shared
responsibility to pay operating costs of the Property.  Pursuant to these
agreements, NBC reimbursed the Property for a portion of the utilities and
maintenance and engineering costs that the Company had incurred.

For the nine month period ended September 30, 1996 compared with the same 
period in 1995, other operating expenses increased by $924,000. Included in 
this amount for the nine month period ended September 30, 1996 are the tenant 
buy out costs and a debt prepayment penalty of $1,779,000 and $1,594,000, 
respectively. Excluding the effects of these items, other operating expenses 
decreased by $2,449,000 due primarily to the reimbursement of costs from NBC.

The increase in management fees of $2,859,000 is due in part to an
increased fee schedule negotiated with the Borrower in 1996 prior to the 
Company's acquisition of the Property and to a new management agreement, 
signed concurrent with the acquisition of the Property.

General and administrative expenses increased by $649,000, due to increased
costs incurred in connection with the acquisition of the Property.

Based on pro forma calculations, interest expense decreased by $39,052,000 
during the period ended September 30, 1996 as compared to the same period in 
the prior year.  During the nine month period ended September 30, 1995, the 
Property was financed by the $1.3 billion mortgage note.  The effective 
annual interest rate, which incorporates the differing coupon rates of base 
interest and the amortization of the original issue discount, was 8.51%, 
resulting in interest expense of $82,973,000 assuming the Borrower had not 
defaulted on the mortgage loan in May 1995.  Had the Property been acquired 
and had the NBC Sale occurred on January 1, 1996, the Current Coupon 
Convertible Debentures and GSMC Facility would have been repaid in full, and 
$106,296,000 of principal of the Floating Rate Notes would have been prepaid, 
on that date.  Based on the principal amount of debt thus considered 
outstanding during the nine month period ended September 30, 1996 and the 
interest rates in effect during that period, interest expense would have been 
$43,921,000.

                                     - 23 -

<PAGE>
                                   RCPI TRUST

                           PART II.--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        On January 23, 1995, Bear, Stearns & Co., Inc. and Donaldson, Lufkin &
        Jenrette Securities Corporation commenced an action against the 
        Predecessor in the Supreme Court of New York, County of New York.  The 
        plaintiffs allege that the Predecessor breached a contract relating to 
        the plaintiffs' provision of investment banking services to the 
        Predecessor in connection with a proposed 1994 transaction.  The 
        plaintiffs seek $5,062,500, plus costs, attorneys' fees and interest.  
        The Supreme Court of New York denied the Predecessor's motion to 
        dismiss the complaint on September 21, 1995.  On October 10, 1995, the 
        Predecessor filed an answer to the complaint which denied the 
        plaintiffs' allegations and asserted numerous affirmative defenses. The
        Predecessor has vigorously contested the plaintiffs' claims.  On 
        June 11, 1996, RCPI moved for partial summary judgment on plaintiffs' 
        claim that they are entitled to a "success fee" of over $4 million even 
        though the transaction they proposed for RCPI was never consummated, and
        on plaintiffs' claim for indemnification of legal fees and expenses in 
        connection with this lawsuit.  On the same day, the plaintiffs moved for
        partial summary judgment on their claim for $950,000 in advisory fees 
        and reimbursement of expenses incurred in connection with the underlying
        proposed transaction.  These motions are currently pending.

        On May 11, 1995 the two partnerships comprising the Borrower filed for
        protection under Chapter 11 of the Federal Bankruptcy Code in the United
        States Bankruptcy Court for the Southern District of New York.  The
        Chapter 11 Plan was confirmed on May 29, 1996 and became effective on
        July 17, 1996.  See Note 1 to the Financial Statements.

        On May 24, 1995, Jerry Krim commenced an action encaptioned KRIM V.
        ROCKEFELLER CENTER PROPERTIES, INC. AND PETER D. LINNEMAN.  On June 7,
        1995, Kathy Knight and Moishe Malamud commenced an action encaptioned
        KNIGHT, ET AL. V. ROCKEFELLER CENTER PROPERTIES, INC. AND PETER D.
        LINNEMAN.  Both actions were filed in the United States District Court
        for the Southern District of New York and purport to be brought on
        behalf of a class of plaintiffs comprised of all persons who purchased
        the Predecessor's Common Stock between March 20, 1995 and May 10, 1995.
        The complaints allege that the Predecessor and Dr. Linneman violated the
        federal securities laws by their purported failure to disclose, prior to
        May 11, 1995, that the Borrower would file for bankruptcy protection.
        The cases have been consolidated.  On July 28, 1995, the Predecessor and
        Dr. Linneman filed answers to the complaints denying plaintiffs' 
        substantive allegations and asserting numerous affirmative defenses. On 
        September 22, 1995, plaintiffs served an Amended Class Action Complaint 
        adding the Predecessor's remaining directors and its president as 
        defendants.  In addition to the foregoing claims, the Amended Complaint 
        also asserts a cause of action for breach by the Predecessor's directors
        and its president of their fiduciary duties by approving the Agreement 
        and Plan of Combination dated as of September 11, 1995, between the RCPI
        and Equity Office Holdings, L.L.C. ("EOH") (the "Combination 
        Agreement"). The plaintiffs are seeking damages in such amount as may be
        proved at trial.  Plaintiffs are also seeking injunctive relief, plus 
        costs, attorneys' fees and interest.  The Company intends to vigorously 
        contest these actions.

        On July 6, 1995, Charal Investment Company, Inc. commenced a derivative
        action against certain of the Predecessor's present and former directors
        in the Court of Chancery of the State of Delaware in and for New Castle
        County ("Delaware Court of Chancery").  The Predecessor was named as a
        nominal defendant.  The plaintiff alleged that the directors breached
        their fiduciary duties by: (1) using commercial paper proceeds to
        repurchase Convertible Debentures in 1987-1992; (2) entering into
        interest rate swaps; and (3) making capital distributions to
        stockholders during the years 1990 through 1994.  On February 21, 1995,
        prior to the commencement of the action, the Predecessor's Board of
        Directors appointed a special committee of the Board to review the
        plaintiff's February 3, 1995 pre-suit demand that the Predecessor's 
        Board of Directors institute litigation on the Predecessor's behalf 
        with respect to such claims and recommend a course of action to the 
        full Board. Plaintiff nevertheless commenced the action, asserting that
        circumstances did not permit further delay.  On November 7, 1995, the
        Delaware Court of Chancery dismissed this action without prejudice due
        to plaintiff's failure to comply with the requirements of the Delaware
        Court of Chancery Rule 23.1.
                                     - 24 -
<PAGE>
                                   RCPI TRUST

                      PART II.--OTHER INFORMATION (Cont'd)

        On November 14, 1995, the plaintiff moved to amend and supplement its
        complaint and/or to amend or alter the Delaware Court's judgment so as
        to permit the filing of additional derivative allegations, as well as
        class allegations that the Predecessor's Board of Directors had 
        approved the proposed Merger without considering the value to the 
        Predecessor of the matters set forth in the plaintiff's pre-suit demand.
        The Delaware Court of Chancery denied the plaintiff's motion on 
        February 12, 1996.

        On November 28, 1995, the special committee of the Board reviewed the
        report of its counsel and, after deliberation, determined to recommend
        to the Predecessor's Board of Directors that the plaintiff's pre-suit 
        demand be rejected because it would not be in the best interest of the 
        Predecessor to pursue the matters set forth in such demand.  On 
        December 5, 1995, after considering the recommendation of the special 
        committee and the report of the special committee's counsel, the 
        Predecessor's Board of Directors voted to reject the plaintiff's 
        pre-suit demand.

        On February 29, 1996, Charal Investment Company, Inc. filed a new action
        in the Delaware Court of Chancery purporting to assert both derivative
        and class counts.  The derivative count alleges claims substantially
        identical to those set forth in Charal's July 6, 1995 complaint, which
        claims were the subject of the Board's rejection of plaintiff's pre-suit
        demand.  The class count alleges that the directors failed to consider
        the value of the derivative claims in connection with the Board's
        evaluation of the fairness of the proposed Merger.  The Predecessor is 
        named only as a nominal defendant in this action.  On June 5, 1996, 
        Charal filed an amended and supplemental complaint which repeated the
        allegations contained in the February 29, 1996 complaint and added a new
        class claim against the individual defendants alleging that they had
        breached their fiduciary duties by not including certain information in
        the proxy statement disseminated in connection with the Merger.  To the
        extent that any relief is sought against the Company, the Company
        intends to vigorously contest the action.  On October 18, 1996, the
        Defendants, including the Company, moved to dismiss the amended and
        supplemental complaint.  The motion is currently pending.

        On November 15, 1996, Charal Investment Co., Inc. and C.W. Sommer & 
        Co. filed a purported class action complaint in the United States 
        District Court for the District of Delaware against certain former 
        directors and officers of the Predecssor and against certain of the 
        Company's indirect shareholders.  The action is entitled CHARAL 
        INVESTMENT CO. v. ROCKEFELLER, ET AL.  Civil Action No. 96-543 
        ("CHARAL II").  Plaintiffs allege that the Defendants violated 
        Section 10(b) of the Securities and Exchange Act of 1934 (the "Act") 
        and Rule 10b-5 promulgated thereunder, and Section 14 of the Act and 
        Rule 14a-9 promulgated thereunder by allegedly failing to provide 
        adequate disclosure of the alleged possibility of a sale or leasehold 
        financing of a portion of Rockefeller Center to the National 
        Broadcasting Company and its parent corporation, General Electric Co.,
        prior to the shareholder vote on the Merger.  The complaint seeks 
        unspecified damages, rescission of the Merger, and/or disgorgement.  
        Defendents have advised the Company that they intend to deny the 
        material allegations of the complaint and to contest the action 
        vigorously.  The Company may have indemnity obligations with respect 
        to one or more of the Defendants.

        On July 31, 1995, L.L. Capital Partners, L.P. commenced an action
        against the Predecessor in the United States District Court in the 
        Southern District of New York.  The plaintiff alleges that, in a RCPI
        prospectus dated November 3, 1993, the Predecessor failed to disclose 
        its purported belief that the Rockefeller Interests and Mitsubishi 
        Estate would cease to fund the Borrower's cash flow shortfalls.  The 
        plaintiff seeks recovery under Section 12(2) of the Securities Act of 
        1933, Section 10(b) of, and Rule 10b-5 under the Exchange Act and the 
        common law.  On April 16, 1996, the Court granted the Predecessor's 
        motion to dismiss the complaint for failure to state a claim.  On 
        June 3, 1996, Plaintiff filed an Amended Complaint.  On September 24, 
        1996, the Court granted the Predecessor's motion to dismiss 
        plaintiff's Amended Complaint for failure to state a claim.  On 
        October 24, 1996, plaintiff filed a Notice of Appeal.

        On September 13 and 14, 1995, five class action complaints, captioned
        FAEGHEH MOEZINIA V. PETER D. LINNEMAN, BENJAMIN D. HOLLOWAY, PETER G.
        PETERSON, WILLIAM F. MURDOCH, JR. AND ROCKEFELLER CENTER PROPERTIES,
        INC.; MARTIN ZACHARIAS V. B.D. HOLLOWAY, P.G. PETERSON, W.F. MURDOCH,
        P.D. LINNEMAN AND ROCKEFELLER CENTER PROPERTIES, INC.; JAMES COSENTINO
        V. PETER D. LINNEMAN, BENJAMIN D. HOLLOWAY, PETER G. PETERSON, WILLIAM
        F. MURDOCH, JR. AND ROCKEFELLER CENTER PROPERTIES, INC.; MARY MILLSTEIN
        V. PETER D. LINNEMAN, PETER G. PETERSON, BENJAMIN D. HOLLOWAY, WILLIAM
        F. MURDOCH, JR. AND ROCKEFELLER CENTER PROPERTIES, INC.; AND ROBERT
        MARKEWICH V. PETER D. LINNEMAN AND DANIEL M. NEIDICH, ET AL. were filed
        in the Delaware Court of Chancery.  On October 11, 1995, an additional
        complaint captioned HUNTER HOGAN V. ROCKEFELLER CENTER PROPERTIES, INC.,
        ET AL. was filed in the Delaware Court of Chancery.  Each of the
        complaints purports to be brought on behalf of a class of plaintiffs
        comprised of stockholders of the Predecessor who have been or will be
        adversely affected by the Combination Agreement.  All of the complaints
        allege that the Predecessor's Directors breached their fiduciary duties
        by approving the Combination Agreement.  The complaints seek damages in
        such amount as may be proved at trial.  Plaintiffs also seek injunctive
        relief, plus costs and attorneys fees.  On November 8, 1995, the
        Delaware Court of Chancery entered an order consolidating these actions.
        The Company intends to contest these actions vigorously.

        On July 31, 1996, a Petition for Appraisal, captioned SOLOMON V.
        ROCKEFELLER CENTER PROPERTIES, INC., was filed in the Delaware Court of
        Chancery.  The petitioners allege that the consideration paid to the
        Predecessor's stockholders in conjunction with the Merger was 
        inadequate and they request that the Court determine the fair value of 
        their stock at the time of the Merger.  The Company filed its Response 
        to the Petition for Appraisal on October 7, 1996, in which it asserts 
        that the fair value of the Predecessor's common stock at the time of 
        the Merger was not more than $8.00 per share and asks the Court to so 
        determine.

        On November 6, 1996, the parties filed stipulations of dismissal with
        prejudice in ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED
        PARTNERSHIP III ("ZML") V. ROCKEFELLER CENTER PROPERTIES, INC., 96 Civ.
        1445, in the United States District Court for the Southern District of 
        New York, and ROCKEFELLER CENTER PROPERTIES, INC. V. ZELL/MERRILL LYNCH
        REAL ESTATE OPPORTUNITY PARTNERS LIMITED PARTNERSHIP III AND EQUITY 
        OFFICE HOLDINGS, L.L.C. ("EOH"), Index No. 106176/96, in the Supreme 
        Court for the State of New York, New York County, dismissing all claims,
        counterclaims and third-party claims with prejudice.  In connection 
        with the dismissal of the two actions, the Company paid the sum of ten 
        million one hundred seventy-three thousand eight hundred ninety-six 
        dollars ($10,173,896) to EOH in settlement of EOH's claim for payment 
        of the break-up fee as set forth in the Agreement and Plan of 
        Combination dated as of September 11, 1995 between the Predecessor and 
        EOH, and it paid the sum of one hundred thousand dollars ($100,000) to 
        ZML in settlement of ZML's claim for $4,300,000 that the Predecessor 
        violated the investment agreement dated as of August 18, 1995 between 
        the Predecessor and ZML.

        The Company does not expect the outcome of the above litigation to have
        a material effect on the financial condition of the Company.



                                     - 25 -
<PAGE>

                                   RCPI TRUST

                      PART II.--OTHER INFORMATION (Cont'd)


        On July 31, 1996, a Petition for Appraisal, captioned SOLOMON V.
        ROCKEFELLER CENTER PROPERTIES, INC., was filed in the Delaware Court of
        Chancery.  The petitioners allege that the consideration paid to the
        Company's stockholders in conjunction with the Merger was inadequate and
        they request that the Court determine the fair value of their stock at
        the time of the Merger.  The Company filed its Response to the Petition
        for Appraisal on October 7, 1996, in which it asserts that the fair
        value of the Company's common stock at the time of the Merger was not
        more than $8.00 per share and asks the Court to so determine.

        On November 6, 1996, the parties filed stipulations of dismissal with
        prejudice in ZELL/MERRILL LYNCH REAL ESTATE OPPORTUNITY PARTNERS LIMITED
        PARTNERSHIP III ("ZML") V. ROCKEFELLER CENTER PROPERTIES, INC., 96 Civ.
        1445, in the United States District Court for the Southern District of
        New York, and ROCKEFELLER CENTER PROPERTIES, INC. V. ZELL/MERRILL LYNCH
        REAL ESTATE OPPORTUNITY PARTNERS LIMITED PARTNERSHIP III AND EQUITY
        OFFICE HOLDINGS, L.L.C. ("EOH"), Index No. 106176/96, in the Supreme
        Court for the State of New York, New York County, dismissing all claims,
        counterclaims and third-party claims with prejudice.  In connection with
        the dismissal of the two actions, the Company paid the sum of ten
        million one hundred seventy-three thousand eight hundred ninety-six
        dollars ($10,173,896) to EOH in settlement of EOH's claim for payment of
        the break-up fee as set forth in the Agreement and Plan of Combination
        dated as of September 11, 1995 between the Company and EOH, and it paid
        the sum of one hundred thousand dollars ($100,000) to ZML in settlement
        of ZML's claim for $4,300,000 that the Company violated the investment
        agreement dated as of August 18, 1995 between the Company and ZML.

        The Company does not expect the outcome of the above litigation to have
        a material effect on the financial condition of the Company.


ITEM 2. CHANGES IN SECURITIES

  (a)   On July 10, 1996 (the "Effective Date"), RCPI Merger, a Delaware
        corporation formed by members of the Investor Group, was merged with and
        into the Predecessor pursuant to the Merger Agreement (the "Merger"),
        and the Predecessor was the surviving corporation in such Merger.  As a
        result of the consummation of the Merger on the Effective Date, each
        share of the Predecessor's common stock, par value $.01 per share
        ("Common Stock"), outstanding as of the Effective Date (other than (i)
        shares of Common Stock held by the Predecessor or any of its
        subsidiaries, (ii) shares of Common Stock held by RCPI Holdings, Inc. or
        any of its subsidiaries (including RCPI Merger) and (iii) any shares of
        Common Stock held by a stockholder who was entitled to demand, and who
        properly demanded and has not withdrawn such demand, appraisal for such
        shares in accordance with Section 262 of the Delaware General
        Corporation Law) was converted into the right to receive $8.00 net in
        cash, without interest thereon.  As a result of the consummation of the
        Merger, all of the Common Stock of the Predecessor is now held of record
        by RCPI Holdings, Inc. and all of the Warrants and SARs have been
        canceled.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  (b)   Reports on Form 8-K

        A report on Form 8-K was filed on July 1, 1996, reporting events under
        Item 5 and Item 7 of Form 8-K.

        A report on Form 8-K was filed on August 1, 1996, reporting events under
        Item 2 and Item 7 of Form 8-K and incorporating by reference the
        financial statements for the Property for the fiscal years 1993, 1994
        and 1995.


                                     - 26 -

<PAGE>

                                   RCPI TRUST


                                   SIGNATURES



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

                                        RCPI TRUST




Date:   November 19, 1996               By:  /s/ DAVID AUGARTEN
                                             ---------------------------------
                                             David Augarten
                                             Vice President
                                             (Principal Financial Officer)





                                     - 27 -