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 March 31, 1997

                                       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.    10011
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)


                                 (212) 332-6500
               ---------------------------------------------------
              (Registrant's telephone number, including area code)


             -----------------------------------------------------
             (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 
    -----           ------






----------------------------
* 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
necessary for a fair presentation have been included.

          RCPI Trust,  Balance  Sheets as of March
          31, 1997  (unaudited)  and  December 31,
          1996                                                               1

          RCPI Trust,  Statement of Operations for
          the three months ended  March  31,  1997
          (unaudited)                                                        2

          RCPI Trust,  Statement of Cash Flows for
          the three months ended  March  31,  1997
          (unaudited)                                                        3

          Rockefeller  Center   Properties,   Inc.
          (Predecessor),  Statement of  Operations
          for the three months ended March 31, 1996
          (unaudited)                                                        4

          Rockefeller  Center   Properties,   Inc.
          (Predecessor),  Statement  of Cash Flows
          for the three months ended March 31, 1996
          (unaudited)                                                        5

          Notes    to     Financial     Statements
          (unaudited)                                                        6


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
           CONDITION AND RESULTS OF OPERATIONS                              14


PART II--OTHER INFORMATION                                                  18


ITEM 1.    LEGAL PROCEEDINGS

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

                                       (i)




<PAGE>



PART I -- FINANCIAL INFORMATION
       ITEM 1.  Financial Statements

<TABLE>
<CAPTION>

                                                             RCPI TRUST
                                                           BALANCE SHEETS
                                                          ($ in thousands)


                                                    As of                              As of
                                                March 31, 1997                   December 31, 1996
                                                --------------                   -----------------
                                                 (Unaudited)
<S>                                             <C>                              <C>
ASSETS

Real Estate:
  Land                                            $158,149                           $158,149
  Buildings and improvements                       598,660                            596,880
  Tenant improvements                               17,287                             14,405
  Furniture and fixtures                             3,939                              3,911
                                                 -----------                      -----------
                                                   778,035                            773,345
     Less: Accumulated depreciation                 10,924                              6,718
                                                 -----------                      -----------
                                                   767,111                            766,627

Cash and cash equivalents                           28,524                             28,765
Restricted cash                                      7,673                             10,027
Accounts receivable                                 12,959                             19,859
Prepaid expenses                                     8,889                                478
Deferred costs, net of accumulated 
  amortization of $611 and $329                     11,187                              5,486
Accrued rent                                        12,881                              8,430
                                                ------------                      -----------

Total Assets                                      $849,224                           $839,672
                                                ============                      ===========



LIABILITIES AND OWNERS' EQUITY

Liabilities:
  Zero coupon convertible debentures, 
    net of unamortized discount of 
    $212,964 and $224,030                         $373,221                           $362,155
  14% debentures (includes premium of 
    $25,811 and $26,155)                           100,811                            101,155
  Floating rate notes                               10,000                             10,000
  Accrued interest payable                           8,884                              7,234
  Accounts payable and accrued expenses             14,210                             19,383
  Tenant security deposits payable                   6,966                              7,279
                                                -----------                       -----------
  Total Liabilities                                514,092                            507,206

  Contingencies

  Owners' Equity                                   335,132                            332,466
                                               ------------                       -----------

Total Liabilities and Owners' Equity              $849,224                           $839,672
                                               ============                       ===========
</TABLE>




                                           SEE NOTES TO FINANCIAL STATEMENTS.

                                                          1

<PAGE>
                                   RCPI TRUST
                             STATEMENT OF OPERATIONS
                                ($ in thousands)
                                   (UNAUDITED)

                                                                 FOR THE THREE
                                                                  MONTHS ENDED 
                                                                MARCH 31, 1997
                                                                --------------



Revenues:
  Base rental                                                       $43,066
  Escalations and percentage rents                                    2,774
  Interest and other income                                           1,810
                                                                    ---------
  Total revenues                                                     47,650



Expenses:
  Interest                                                           13,606
  Real estate taxes                                                   8,234
  Payroll and benefits                                                4,346
  Repairs, maintenance, and supplies                                  1,934
  Utilities                                                           4,600
  Cleaning                                                            3,589
  Professional fees                                                   2,707
  Insurance                                                             285
  Management and accounting fees                                        847
  General and administrative                                            313
  Depreciation and amortization                                       4,523
                                                                    -------
    Total expenses                                                   44,984
                                                                    -------

Net Income                                                           $2,666
                                                                    =======





















                        SEE NOTES TO FINANCIAL STATEMENTS


                                        2

<PAGE>

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


                                                                  FOR THE THREE
                                                                   MONTHS ENDED
                                                                  MARCH 31, 1997
                                                                  --------------

Cash Flows from Operating Activities:
  Net income                                                          $2,666
  Adjustments to reconcile net income to net cash
  provided by operating activities
     Amortization of original issue discount and premium              10,722
     Depreciation and amortization                                     4,523
     Decrease in restricted cash                                       2,354
     Decrease in accounts receivable                                   6,900
     Increase in prepaid expenses                                     (8,411)
     Increase in accrued rent                                         (4,451)
     Decrease in accounts payable and accrued expenses                (5,486)
     Increase in accrued interest payable                              1,650
                                                                    --------
       Net cash provided by operating activities                      10,467
                                                                     -------


Cash Flows from Investing Activities:
   Additions to buildings and improvements                            (1,780)
   Additions to tenant improvements                                   (2,882)
   Additions to furniture, fixtures and equipment                        (28)
   Additions to deferred costs                                        (6,018)
                                                                     -------
     Net cash (used in) investing activities                         (10,708)
                                                                     -------


Decrease in cash and cash equivalents                                   (241)
Cash and cash equivalents at beginning of period                      28,765
                                                                      ------
Cash and cash equivalents at end of period                            28,524
                                                                      ======





















                        SEE NOTES TO FINANCIAL STATEMENTS

                                        3

<PAGE>

                       ROCKEFELLER CENTER PROPERTIES, INC.
                                  (Predecessor)
                             STATEMENT OF OPERATIONS
                     ($ in thousands, except per share data)
                                   (UNAUDITED)


                                                              FOR THE THREE
                                                               MONTHS ENDED
                                                              MARCH 31, 1996
                                                              --------------



Revenues:
  Other income                                                      $   14
                                                                 ---------
                                                                        14
Expenses:
Interest expense:
  Current coupon convertible debentures                              5,511
  Zero coupon convertible debentures                                 8,986
  14% debentures                                                     2,750
  Floating rate notes                                                3,834
  GSMC facility                                                      1,056
                                                                 ---------
                                                                    22,137

General and administrative                                           3,172
Amortization of deferred debt issuance costs                           936
Increase in liability for stock appreciation rights                  1,907
Expenses related to the March 25, 1996
  special meeting of stockholders                                      450
                                                                 ---------
                                                                    28,602
                                                                 ---------
Net Loss                                                          ($28,588)
                                                                 =========
  Net loss per share                                              ($  0.75)
                                                                 =========























                        SEE NOTES TO FINANCIAL STATEMENTS


                                        4

<PAGE>
                       ROCKEFELLER CENTER PROPERTIES, INC.
                                  (Predecessor)
                             STATEMENT OF CASH FLOWS
                                ($ in thousands)
                                   (UNAUDITED)


                                                                  FOR THE THREE
                                                                   MONTHS ENDED
                                                                  MARCH 31, 1996
                                                                  --------------



Cash flow from operating activities:
  Other interest income received                                    $      13
  Interest paid on floating rate notes                                ( 3,924)
  Interest paid on current coupon convertible debentures              (27,712)
  Payments for accounts payable, accrued expenses 
     and other assets                                                 ( 3,052)
                                                                     --------
     Net cash (used in) operating activities                          (34,675)
                                                                     --------

Cash flows from financing activities:
  Net proceeds from GSMC facility                                      34,800
                                                                     --------
     Net cash provided by financing activities                         34,800

Net increase in cash and cash equivalents                                 125
Cash and cash equivalents at the beginning of the period                1,298
                                                                   ----------
Cash and cash equivalents at the end of the period                  $   1,423
                                                                   ==========

Reconciliation of net loss to net cash (used in) 
  operating activities:

Net loss                                                            ($28,588)
Adjustments to reconcile net loss to net cash 
  (used in) operating activities:
      Amortization of discount:
      Zero coupon convertible debentures                              8,986
      14% Debentures                                                     89
      Increase in interest receivable and amortization 
        of loan receivable discount, net                                 (1)
      Decrease in deferred debt issuance costs and other
        assets, net                                                     734
      (Decrease) in accrued interest payable                        (18,573)
      Increase in stock appreciation rights liability                 1,907
      Increase in accounts payable and accrued expenses                 771
                                                                   --------

      Net cash (used in) operating activities                      ($34,675)
                                                                   ========













                        SEE NOTES TO FINANCIAL STATEMENTS


                                        5

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


1.  ORGANIZATION AND PURPOSE

    RCPI Trust,  (the  "Company"),  was  established in the State of Delaware on
    March 26, 1996 as a Delaware  business  trust.  The  Company  was  organized
    pursuant to the Trust Agreement dated July 10, 1996 (the "Trust  Agreement")
    between  Rockefeller  Center  Properties,   Inc.  (the   "Predecessor"),   a
    wholly-owned  subsidiary  of  RCPI  Holdings,  Inc.  ("Holdings")  and  RCPI
    Investors L.L.C.  ("LLC"),  each owning a 50% undivided beneficial interest.
    The primary  purpose of the  Company is to  acquire,  manage and operate the
    landmarked  buildings  and public  space  known as  Rockefeller  Center (the
    "Property") and to be successor in interest to the Predecessor.

    The  Predecessor  was  incorporated  in  Delaware  on  July  17,  1985.  The
    Predecessor  qualifies and has elected to be treated, for Federal income tax
    reporting  purposes,  as a real estate investment trust (a "REIT") under the
    Internal Revenue Code of 1986, as amended (the "Code").  The Predecessor was
    originally   formed  to  permit  public   investment  in  two   convertible,
    participating  mortgages on the Property.  From the proceeds of its offering
    of common stock (the "Common Stock") and the offerings of its Current Coupon
    Convertible  Debentures  ("Current  Coupons") due December 31, 2000 and Zero
    Coupon  Convertible  Debentures  ("Zero  Coupons")  due  December  31,  2000
    (collectively,  the "Convertible  Debentures"),  the Predecessor made a $1.3
    billion  convertible,  participating  mortgage loan (the "Mortgage Loan") to
    two   partnerships,   Rockefeller   Center  Properties  and  RCP  Associates
    (collectively,  the "Previous Owners").  The partners of the Previous Owners
    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%.

    On July 10, 1996,  pursuant to the Merger  Agreement (as  described  below),
    Holdings  purchased all the outstanding Common Stock of the Predecessor with
    approximately  $172 million of its own equity and approximately $172 million
    obtained  through  a  note  payable  to  LLC.  The  note  payable  was  then
    transferred   to  the   Predecessor   prior  to  the  transfer  of  all  the
    Predecessor's  assets and  liabilities  to the Company in exchange for a 50%
    undivided beneficial  ownership interest.  At the same time, LLC contributed
    its note receivable of $172 million to the Company which was in exchange for
    a 50% undivided beneficial ownership interest.

    Prior  to  July  10,  1996,  the  Company's   activities   were  limited  to
    organizational matters.

    Merger Agreement
    ----------------

    Pursuant to an  Agreement  and Plan of Merger dated  November 7, 1995,  (the
    "Merger  Agreement"),  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"),  RCPI Merger Inc., a wholly owned subsidiary of Holdings, was
    merged  (the  "Merger")  with and into the  Predecessor.  Consequently,  the
    Predecessor  became  a  subsidiary  of  Holdings,   a  Delaware  corporation
    controlled by the Investor Group.

    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").
    Pursuant  to the  Merger,  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 Holdings  or any of its  subsidiaries  (including  RCPI Merger
    Inc. ) 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 in cash,  without  interest  thereon.  As of the Effective  Date,  the
    Common  Stock of the  Predecessor  was held by Holdings and the Warrants and
    Stock  Appreciation  Rights (see Note 4),  previously held by Whitehall were
    contributed through Holdings to the Predecessor and canceled. Thereafter, on
    the


                                        6

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


    Effective Date, the Predecessor transferred  substantially all of its assets
    (including the Mortgage Loan) and liabilities to the Company and the Company
    became the successor to the  Predecessor  under the Indenture  governing the
    Convertible Debentures (see Note 4).

    Borrower's Chapter 11 Plan
    --------------------------

    On May 11, 1995, the Previous  Owners filed for protection  under Chapter 11
    of the Federal  Bankruptcy Code in the United States Bankruptcy Court in the
    Southern  District of New York. The Previous Owners and their partners filed
    a Chapter 11  reorganization  plan (the "Chapter 11 Plan") that contemplated
    ownership  of the  Property  being  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
    Previous  Owners to the Company in  satisfaction  of the Mortgage  Loan (the
    "Transfer").

    NBC Sale
    --------

    Pursuant to the Agreement  dated April 23, 1996,  among the Investor  Group,
    General Electric Company ("GE"), National Broadcasting Company, Inc. ("NBC")
    and NBC  Trust  No.  1996A  ("NBC  Trust"),  on July 17,  1996,  immediately
    preceding the transfer of the Property,  the Previous Owners sold to GE, NBC
    and NBC Trust  (the "NBC  Sale"),  interests  in  certain  buildings  in the
    Property  (the  "NBC  Space")  previously  leased  by GE or its  affiliates,
    including  NBC.  Pursuant to the Chapter 11 Plan,  proceeds of $440  million
    from the NBC Sale were paid directly to the Company reducing the outstanding
    Mortgage Loan.  Goldman Sachs  Mortgage  Company  ("GSMC"),  an affiliate of
    Whitehall,  was paid $4.4 million by the Company in connection with securing
    the proceeds of the NBC Sale as a partial  repayment  of the Mortgage  Loan.
    Upon  satisfaction  of the  Mortgage  Loan,  this  fee was  expensed  by the
    Company during the third quarter of 1996.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

    Basis of preparation
    --------------------

    The  accompanying  financial  statements  are  prepared in  accordance  with
    generally  accepted  accounting  principles  ("GAAP").  The  preparation  of
    financial  statements  in conformity  with GAAP requires  management to make
    estimates  and  assumptions  that affect the reported  amounts of assets and
    liabilities and disclosure of contingent  assets and liabilities at the date
    of the  financial  statements  and the  reported  amounts  of  revenues  and
    expenses during the reporting period. Actual results could differ from those
    estimates.

    The accompanying  financial  statements present the Company's balance sheet,
    as successor to the Predecessor,  as of March 31, 1997 and December 31, 1996
    and the results of operations and cash flows for the quarter ended March 31,
    1997. The accompanying  financial  statements also present the Predecessor's
    results of  operations  and cash flows for the quarter ended March 31, 1996.

    These financial  statements should be read in conjunction with the Company's
    Annual Report on Form 10-K for the year ended December 31, 1996.

    There have been no  significant  changes  in  accounting  principals  or the
    estimates used in the preparation of the financial  statements since the end
    of the most recently completed fiscal year.








                                        7

<PAGE>

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



3.  MORTGAGE LOAN AND INTEREST INCOME

    Due to the significant  uncertainties caused by the filing of the Chapter 11
    Plan, the Predecessor limited recognition of income on the Mortgage Loan for
    the  quarter  ended March 31, 1996 to the cash  actually  received  from the
    Previous Owners. No cash was received during this period.

4.  DEBT

    Convertible Debentures
    ----------------------

    The Convertible Debentures were issued pursuant to an Indenture, dated as of
    September 15, 1985 (as amended,  the  "Indenture"),  between the Predecessor
    and  Manufacturers  Hanover  Trust  Company  (now the  United  States  Trust
    Company) as Trustee. The Convertible Debentures were convertible into shares
    of Common Stock of the Predecessor on the maturity date,  December 31, 2000,
    and upon certain  other events.  On July 10, 1996,  pursuant to the terms of
    the  Indenture,  the Indenture was amended in connection  with the Merger to
    provide  that  the  holder  of a  Convertible  Debenture  shall,  after  the
    Effective  Date and only at such times as may be  provided  by the terms and
    conditions of the Indenture and such Convertible  Debenture,  have the right
    to convert such  Convertible  Debenture only into cash in an amount equal to
    eight  dollars  ($8.00)  in  respect  of each  share of Common  Stock of the
    Predecessor into which such Convertible  Debenture could otherwise have been
    converted at the time of conversion  pursuant to the terms and conditions of
    the  Indenture and such  Convertible  Debenture.  At such time,  the Company
    became the successor to the Predecessor under the amended Indenture.

    Upon  maturity,  the  Convertible  Debentures  are  also  exchangeable  into
    nonconvertible  floating rate notes, at the holder's option.  In the event a
    holder of a Convertible Debenture fails to timely surrender such Convertible
    Debenture for  conversion  or exchange,  such holder shall be deemed to have
    elected to exchange such Convertible Debenture, unless the holders of 90% of
    the aggregate principal amount of such series of Convertible Debentures have
    elected to convert their Convertible  Debentures,  in which case such holder
    shall be deemed to have elected to convert such Convertible Debenture. After
    exchange,  the  floating  rate notes would  mature on December 31, 2007 and,
    would be prepayable  anytime at the Company's option, at par. The notes will
    bear interest at the three-month  London  Interbank  Offering Rate ("LIBOR")
    plus 1/4% or such  greater  spread  (not in  excess of 1%) as would,  in the
    opinion of a major  international  investment  bank selected by the Company,
    cause such notes to trade at par.

    Prior to 1994, the Predecessor had repurchased and retired 36.4% of original
    principal  amount of the Current Coupons and 38.4% of the face amount of the
    Zero Coupons. The Predecessor's repurchase of its Convertible Debentures was
    initially funded through floating rate short-term unsecured bank loans which
    were later fully repaid when the  Predecessor  initiated a commercial  paper
    program.  The  commercial  paper  borrowings  were fully repaid in 1994 with
    proceeds from sales of the  Predecessor's  portfolio  securities,  operating
    cash flow and the issuance of 14%  Debentures  and Floating  Rate Notes (see
    below).

    Interest expense recognized by the Predecessor on the Convertible Debentures
    was based on the average  yields to the maturity  date.  The average  yields
    were computed (using the interest method with semiannual compounding) by (1)
    combining  the  differing  coupon  rates  on the  Current  Coupons  and  (2)
    amortizing  the original  issue  discount  related to the Zero Coupons.  The
    resulting  effective annual interest rates were 9.23% and 10.23% through the
    Effective Date for the Current Coupons and Zero Coupons, respectively.  Upon
    consummation  of the  Merger,  the  carrying  value of the Zero  Coupons was
    adjusted by the  Company to reflect  the fair market  value using an imputed
    interest   rate  of  12.10%.   The  face  amount  of  the  Zero  Coupons  is
    approximately $586.2 million.

    The Current  Coupons bore interest from the date of issuance  until December
    31, 1994 at the rate of 8% per annum,  and  therefore at the rate of 13% per
    annum payable  annually on December 31 of each year. On August 28, 1996, the
    Current Coupons were redeemed at the principal  amount of $213,170,000  plus
    accrued interest.


                                        8

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



    GSMC Facility
    -------------

    Pursuant  to  a  Loan  Agreement  dated  December  18,  1994,   between  the
    Predecessor  and GSMC (as  Agent  and as  Lender),  the  Predecessor  issued
    Floating Rate Notes totaling $150 million.  The  Predecessor  made mandatory
    principal  payments  on the  Floating  Rate  Notes  of  approximately  $33.7
    million, which reduced the principal balance to approximately $116.3 million
    prior to the  Effective  Date.  On July 17, 1996,  a total of  approximately
    $106.3  million  of the  outstanding  principal,  $1.2  million  of  accrued
    interest and a prepayment  penalty of approximately $1.6 million was prepaid
    by the Company.

    Pursuant to the Amended and Restated Loan  Agreement  (the "GSMC  Facility")
    dated July 17,  1996,  the Company was named as successor in interest to the
    Predecessor.  The GSMC Facility,  among other things,  was amended to change
    the  maturity  date of the  Floating  Rate Notes to January  31,  1997,  and
    provides for an Additional  Advance, as defined, up to a maximum outstanding
    balance of $60 million.  Subsequent  amendments  to the Amended and Restated
    Loan  Agreement have extended the maturity date to May 31, 1997. As of March
    31,  1997,  no amounts  have been drawn on the  Additional  Advance  and the
    balance remains at $10 million.

    The Floating Rate Notes bear interest based on 90-day LIBOR plus 4% which is
    reset two business  days prior to each  interest  payment date. At March 31,
    1997 and  December  31,  1996 the  interest  rate in effect was  9.50%.  The
    weighted  average  interest  rate was 9.50% for the quarter  ended March 31,
    1997 for the  Company,  and 9.875% for the quarter  ended March 31, 1996 for
    the Predecessor. Interest is payable quarterly on March 1, June 1, September
    1, and December 1 of each year.  Since July 17, 1996,  the GSMC Facility has
    been guaranteed by the Investor Group.

    The Merger  Agreement  provided  that GSMC would make a line of credit  (the
    "GSMC Loan") available to the Predecessor during the period between November
    7,  1995  and  the  earlier  of  (1)  the  consummation  of  the  Merger  as
    contemplated  by the Merger  Agreement or (2) any  termination of the Merger
    Agreement.  The GSMC  Loan  accrued  interest  at the rate of 10% per  annum
    (compounded  quarterly) and was prepayable at any time without penalty.  The
    Predecessor  borrowed a total of approximately  $63.7 million under the GSMC
    Loan which was repaid, along with accrued interest,  on July 17, 1996 by the
    Company.

    14% Debentures
    --------------

    The 14% Debentures  were issued pursuant to a Debenture  Purchase  Agreement
    dated as of December  18, 1994 between the  Predecessor  and  Whitehall  and
    amended effective July 10, 1996 to, among other things,  name the Company as
    the successor in interest to the  Predecessor.  The unsecured 14% Debentures
    mature on December  31,  2007 and bear  interest at a rate of 14% per annum,
    payable semi-annually on June 2 and December 2.

    The  Company's  interest  expense  for  the  14%  Debentures   includes  the
    amortization  of a premium  adjustment to reflect the carrying amount of the
    14% Debentures at their  estimated fair value as of the Effective  Date. The
    premium on the 14% Debentures is being  amortized on the effective  interest
    method  until  maturity.  The  Predecessor's  interest  expense  on the  14%
    Debentures  includes the straight line  amortization  of the original  issue
    discount  related to the Warrants and SARs (see below)  through the maturity
    date, December 31, 2007.

    Under the terms of the 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.  If an Event
    of Default, as defined, were to occur and be continuing,  the 14% Debentures
    would bear  interest at 18% per annum.  Upon the  occurrence  of an Event of
    Default,  the holders of the 14% Debentures may declare the unpaid principal
    thereof and accrued interest thereon due and payable. The 14% Debentures are
    redeemable in whole or in part at any time after  December 30, 2000 provided
    the  Floating  Rate Notes  have been paid in full.  The  Debenture  Purchase
    Agreement provides for decreasing  penalties for early redemption of the 14%
    Debentures before December 31, 2003.




                                        9

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


    In connection  with the issuance of the 14% Debentures in December 1994, the
    Predecessor  issued to Whitehall  4,155,927  Warrants,  to acquire shares of
    newly  issued  Common  Stock  of  the   Predecessor   and  5,349,541   Stock
    Appreciation Rights  ("SARs"),which were exchangeable for 14% Debentures or,
    under  certain  circumstances,  for  Warrants on a  one-for-one  basis.  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.  In  connection  with the Merger  (see Note 1), all
    outstanding Warrants and SARs were contributed by Whitehall through Holdings
    to the  Predecessor  at a value of $4.00 per  Warrant  and SAR and were then
    canceled.

    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.  The  Predecessor   paid  a  fixed  rate  of  interest
    semi-annually and received a variable rate of interest  semi-annually  based
    on 180-day LIBOR. In connection with the issuance of the Floating Rate Notes
    and 14% Debentures in December 1994, the  Predecessor  retired all but three
    of its interest rate swap agreements.  The remaining three contracts have an
    aggregate notional amount of $105 million and each expires during 1998.

    The amount to be paid or received  from  interest  rate swap  agreements  is
    accrued as floating interest rates are reset semi-annually.

    On the Effective Date, the Company assumed the three remaining interest rate
    swap  agreements and adjusted the carrying value of the swap  liabilities to
    reflect their estimated fair value of approximately  $5.3 million.  For each
    swap, the Company and the  Predecessor  paid a net weighted  average rate of
    interest of 3.94% and 3.78% for the quarters  ended March 31, 1997 and 1996,
    respectively.  As of March 31, 1997 and December 31, 1996,  the net weighted
    average  interest  rate of swaps  outstanding  for the Company was 3.97% and
    3.93%, respectively.

    The interest rate swaps were used by the Predecessor  for hedging  purposes,
    therefore   the  fair  value  of  these  swaps  are  not  reflected  in  the
    Predecessor's  balance  sheet and the  incremental  revenue  or  expense  is
    recognized in the Predecessor's statements of operations.

    The interest rate swaps are reported in the Company's  financial  statements
    on a mark to market basis.  As of March 31, 1997 and December 31, 1996,  the
    carrying  amount of all  interest  rate swap  agreements  was  reported as a
    liability  by the Company of  approximately  $4.1  million and $5.2  million
    respectively,  based on information  supplied by the swap  counterparties to
    the swap  contracts.  During the quarter  ended March 31, 1997,  the Company
    recorded an  adjustment  of  approximately  $1.1 million to properly mark to
    market  the swaps as of March  31,  1997 and  reflected  the  adjustment  as
    reduction of interest expense in the Company's statement of operations.


5.  CONTRIBUTIONS, DISTRIBUTION AND NET LOSS PER SHARE

    Pursuant to the Stock Subscription and Stockholders  Agreement dated July 9,
    1996 that organized  Holdings and the Limited  Liability  Company  Agreement
    dated July 9, 1996 that organized LLC (hereinafter Holdings, and LLC will be
    collectively  referred  to as the  "Owners"),  the  Owners are  required  to
    provide  additional  contributions  up to the Maximum  Additional  Mandatory
    Contribution,  as defined,  totaling  $60  million.  The Maximum  Additional
    Mandatory  Contribution shall be used to repay amounts outstanding under the
    GSMC  Facility  and to fund  unforeseen  capital  expenditures  and  similar
    contingencies  reasonably necessary to protect and maintain the value of the
    Property.  No additional  contributions have been made to the Company by the
    Owners since their initial capital contributions on July 10, 1996.

    The Indenture governing the Convertible Debentures limits cash distributions
    to the Owners of the Company 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, net
    of dividends


                                       10

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


    paid, at March 31, 1997 and December 31, 1996 was  approximately $73 million
    and $63 million respectively. This amount includes cash flows from operating
    activities and certain investing activities, net of dividends paid, from the
    Predecessor's  inception  through July 9, 1996 of approximately $70 million.
    As interest  income was not  received by the  Predecessor  during the period
    when the Previous  Owners were 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.

    Net loss per share for the  Predecessor  is based  upon  38,260,704  average
    shares of Common Stock outstanding  during the quarter ended March 31, 1996.
    For this period, 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.


6.  LEGAL MATTERS

    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 alleged
    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 sought $5.1 million,  plus
    costs,  attorneys'  fees and interest.  On October 19, 1995, the Predecessor
    filed an answer to the complaint  which denied the  plaintiffs'  allegations
    and asserted numerous affirmative defenses. On June 11, 1996, 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.  On December 19, 1996,  the court granted
    plaintiffs'  motion,  and on February 5, 1997, the court entered judgment on
    that  claim  in  the  total  amount,  including  pre-judgment  interest,  of
    $1,115,612.33. The Company satisfied that judgment prior to trial. The trial
    regarding the plaintiffs' claims for its "success fees" and  indemnification
    of legal fees and expenses commenced on February 24, 1997. On March 3, 1997,
    during the course of the trial, the parties agreed to a settlement. Pursuant
    to the settlement  agreement,  the Company paid  plaintiffs $2 million,  and
    plaintiffs dismissed the lawsuit with prejudice.  Plaintiffs and the Company
    executed  mutual  releases of all claims  arising out of the  engagement  of
    plaintiffs in connection with the proposed 1994 transaction.

    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
    Previous  Owner would file for  bankruptcy  protection.  The cases have been
    consolidated.  On July 28, 1995,  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 Predecessor 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 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.  Plaintiffs alleged that the defendants violated Section 10(b)
    of the  Securities  and  Exchange  Act of 1934 (the  "Act")  and Rule  10b-5
    
                                       11

<PAGE>



    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  lease  financing  of a  portion  of the
    Property to NBC and its parent  corporation,  GE,  prior to the  shareholder
    vote on the Merger. The complaint sought unspecified  damages,  recission of
    the Merger and/or disgorgement.  The Company may have indemnity  obligations
    with  respect to one or more of the  defendants.  On  December  11, 1996 and
    December 18, 1996,  identical  complaints were filed in the federal court in
    Delaware by additional  plaintiffs.  On January 13, 1997,  all these actions
    were  consolidated  under the caption In re Rockefeller  Center  Properties,
    Inc.  Securities  Litigation,  Cons. C.A. No 96-543 (RRM) ("In re RCPI"). On
    January 31, 1997, all defendants  moved to dismiss the complaint for failure
    to state a claim.  On March 3, 1997,  the plaintiffs in In re RCPI responded
    to the motion to dismiss by filing an  amended  complaint.  The two  federal
    securities  law  claims  remain  the  same,  but the  plaintiffs  added  new
    allegations that defendants  failed adequately to disclose (i) the existence
    of  certain  transferable  development  rights,  or air  rights,  that  were
    obtained by the Company in  connection  with the  Merger,  and (ii)  alleged
    negotiations  with  Christie's  Auction House and the Walt Disney Company to
    become new tenants at  Rockefeller  Center.  On April 30,  1997,  defendants
    supplemented  their  initial  motion to  dismiss  by moving to  dismiss  the
    amended  complaint  for  failure to state a claim. On May 9, 1997, the court
    signed a supplemental order of consolidation admitting four new plaintiffs.

    On January 21, 1997, an action entitled Flashman v. Goldman, Sachs & Co., 97
    Civ. 0403 (MGC)  (S.D.N.Y.),  was filed in New York Federal court containing
    allegations  substantially  similar to those in the original complaint in In
    re RCPI.  Subsequently,  the plaintiff in Flashman  joined as a plaintiff in
    the  amended  complaint  filed  in In re RCPI and the New  York  action  was
    dismissed without prejudice.

    On February 25, 1997, an action entitled Debora v. Rockefeller,  et. al., 97
    Civ. 01312 (LLS)  ("Debora"),  was filed in the United States District Court
    for  the  Southern  District  of New  York.  The  complaint  in  Debora  was
    substantially  similar to the original complaint in In re RCPI. On April 25,
    1997, the plaintiff voluntarily dismissed the action without prejudice.

    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 alleged that, the Predecessor's  prospectus dated
    November  3,  1993,  failed  to  disclose  its  purported  belief  that  the
    Rockefeller Interests and Mitsubishi Estate would cease to fund the Previous
    Owner's cash flow shortfalls. On January 3, 1997, the parties entered into a
    settlement  agreement and executed and filed  stipulations of dismissals and
    releases  dismissing all claims,  counterclaims  and third party claims with
    prejudice.  In connection with the dismissal,  the Company paid L.L. Capital
    Partners, L.P. the sum of $50,000.

    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  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 plaintiffs 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
    under the caption In re Rockefeller  Center  Properties,  Inc.  Shareholders
    Litigation,  Consol. C.A. No. 14612. In a status report filed with the court
    on February 28, 1997,  plaintiffs counsel  represented to the court that the
    actions "had been mooted" and that an application for counsel fees was being
    prepared. The Company intends to contest any such application vigorously.



                                       12
<PAGE>

    On July 31, 1996, a Petition for Appraisal, captioned Solomon v. Rockefeller
    Center Properties,  Inc., C.A. No. 15155, was filed in the Delaware Court of
    Chancery.  The  petitioners  allege  that the  consideration  paid to RCPI'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.  Predecessor  filed its Response to the  Petition  for  Appraisal on
    October 7,  1996,  in which it  asserts  that the fair value of Predecessor
    common  stock at the time of the Merger was not more than $8.00 per share
    and asks the Court to so determine.

    Although the outcome of claims,  litigation and disputes cannot be predicted
    with  certainty,  in the opinion of management  based on facts known at this
    time, the resolution of such matters are not  anticipated to have a material
    adverse  effect on the  financial  position or results of  operations of the
    Company.  As these  matters  continue  to  proceed  through  the  process to
    ultimate resolution, it is reasonably possible that the Company's estimation
    of the effect of such matters could change within the next year.



                                       13

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

    The discussion  below relates  primarily to the results of operations of the
    Predecessor for the quarter ended March 31, 1996 and the financial condition
    and results of operation  of the Company at and for the quarter  ended March
    31, 1997.  In addition,  pro forma  operating  statements  are  presented to
    provide a meaningful  comparison of the results of operation of the Property
    for the quarters ended March 31, 1997 and 1996 as if the  acquisition of the
    Property and the NBC Sale (see below) had occurred on January 1, 1996.

    RESULTS OF OPERATIONS - ROCKEFELLER CENTER PROPERTIES, INC.

    RCPI's  principle  source of revenue  was  interest  income  received on the
    Mortgage Loan. For the quarter ended March 31, 1996 the Predecessor  limited
    recognition  of income on the Mortgage Loan to the cash  actually  received.
    Since the Previous  Owner filed for Chapter 11  protection  on May 11, 1995,
    and through the Effective Date, the Predecessor did not receive any interest
    payments, no income was recognized.

    Other income for the quarter ended March 31, 1996 was approximately $14,000,
    and relates to interest earned on cash deposits.

    Amortization of deferred debt issuance costs for the quarter ended March 31,
    1996 was approximately $936,000. The total relates to normal amortization of
    deferred debt issuance costs related to the Current  Coupons,  Zero Coupons,
    14% Debentures, and Floating Rate Notes.

    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  of the SARs on March 31,  1996.  This  adjustment,  which is
    directly related to the increase in the Predecessor's stock price,  resulted
    in an expense of approximately  $1.9 million for the quarter ended March 31,
    1996.  Concurrent with the Merger,  the Predecessor's SARs and Warrants were
    canceled.

    During  the  quarter  ended  March  31,  1996  the  Predecessor   recognized
    approximately  $450,000  in 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. To provide a more meaningful analysis,  interest expense recognized by
    the  Company  for the  quarter  ended March 31, 1997 is compared to interest
    expense  recognized by the Predecessor for the quarter ended March 31, 1996.
    The  following  table  illustrates  comparative  interest  expense  for  the
    quarters ended March 31, 1997 and 1996.


                                                 For the quarters ended March 31
                                                    1997                    1996

    Current coupon  convertible  debentures        $    -                $ 5,511
    Zero coupon  convertible debentures             11,066                 8,986
    14% debentures                                   2,281                 2,750
    Floating rate notes                                237                 2,842
    GSMC Loan                                            -                 1,056
    Interest rate swaps and other                       22                   992
                                                    ------                ------

    Total                                          $13,606               $22,137
                                                   =======               =======


    The Predecessor recognized approximately $5.5 million of interest expense on
    the Current  Coupons for the quarter  ended March 31,  1996.  As the Current
    Coupons were redeemed on August 28, 1996,  the Company did not recognize any
    interest expense for the quarter ended March 31, 1997.

    Interest expense on the Zero Coupons increased  partially as a result of the
    accretion of the principal amount, which increases the carrying value of the
    Zero Coupons each year.  In addition,  the  accretion  had  compounded at an
    effective  interest rate of 10.23% prior to the Merger.  As of the Effective
    Date, the fair


                                       14

<PAGE>
                                   RCPI TRUST
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)

    market value of the Zero Coupons was  adjusted,  and the carrying  amount of
    the Zero Coupons has been accreting at 12.10% since that date.

    Interest expense on the 14% Debentures  accrued at the pay rate of 14%, plus
    amortization of the discount  related to the warrants and SARs, prior to the
    Effective  Date.  As of the Effective  Date,  the fair market value of these
    Debentures  was  adjusted  resulting  in a  premium.  As a result of premium
    amortization related to this adjustment,  the effective interest rate on the
    14%  Debentures  has been  approximately  9.03%  since the  Effective  Date.
    Accordingly, interest expense is lower for the quarter ended March 31, 1997.

    On  September 1, 1995,  the  Predecessor  repaid  $33.7  million of the $150
    million of Floating Rate Notes  originally  issued in December 1994. On July
    17, 1996,  the Company  prepaid an additional  $106.3 million of outstanding
    principal plus accrued interest.  As of March 31, 1997, $10 million remained
    outstanding.  Interest  expense  related to the Floating Rate Notes is lower
    for the quarter  ended March 31, 1997 due to the smaller  principal  balance
    outstanding  during that  period.  Interest  expense on the swap  agreement,
    which the Predecessor  had accounted for as a component of interest  expense
    related to the Floating Rate Notes, has been reclassified for this analysis.

    Interest expense related to the GSMC Loan was approximately $1.1 million for
    the quarter  ended March 31, 1996.  The GSMC Loan was repaid in full on July
    17, 1996,  thus there is no related  expense for the quarter ended March 31,
    1997.

    Other  interest  expense is lower for the  quarter  ended March 31, 1997 due
    primarily to the mark to market  adjustment of  approximately  $1.0 million,
    which offsets interest expense related to the interest rate swap agreements.
    the  Predecessor  did not account for the interest rate swap agreements on a
    mark to market  basis,  thus there is no  corresponding  adjustment  for the
    quarter ended March 31, 1996.

    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  Loan was  canceled.  Concurrently,  the
    Previous Owners sold certain  interests in certain buildings in the Property
    ("NBC Space") to GE, NBC, and their  affiliates  for $440  million.  The NBC
    Space, measured in accordance with the standards promulgated by the New York
    Real Estate Board in 1987,  accounted for  approximately  1.5 million square
    feet,  or 20.5% of the total  area of the  Property.  At March 31,  1997 the
    Property,  exclusive of the NBC Space,  was  approximately  83.3%  occupied.
    Occupancy  rates for the  Property  at various  dates are  presented  in the
    following table.  Occupancy rates for dates prior to the Effective Date have
    been adjusted to account for the sale of the NBC space.

    December 31, 1996       83.6%        March 31, 1996         83.8%
    September 30, 1996      82.8%        December 31, 1995      82.7%
    June 30, 1996           82.2%        September 30, 1995     86.2%


    The following  table shows  selected lease  expirations  and  vacancy of the
    Property as of March 31, 1997. 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. 

                                       15

<PAGE>

                                   RCPI TRUST
                 ITEM 2. MANAGMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)



                               Square Feet              Percent
            Year                Expiring               Expiring

            Vacant              987,623                 16.7%
            1997                289,417                  4.9%
            1998                319,631                  5.4%
            1999                223,340                  3.8%
            2000                495,738                  8.4%
            2001                109,122                  1.9%
            Thereafter        3,474,826                 58.9%
                              ---------                 -----

            Total             5,899,697                100.0%
                              =========                ======



    Debt

    The  Zero  Coupons  due  December  31,  2000  accrete  to a  face  value  of
    approximately $586.2 million 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 was adjusted  from 10.23% to
    12.10%.  At March 31, 1997 and December 31, 1996,  the carrying value of the
    Debentures,  net of unamortized  discount,  was approximately $373.2 million
    and $362.2 million, respectively.

    The Current  Coupons  were  redeemed on August 28,  1996.  Principal  in the
    amount of $213.2 million plus accrued  interest of $18.3 million was paid on
    that date.  Interest  accrued at the pay rate of 13% from the Effective Date
    through the redemption date.  Prior to the Effective Date,  interest accrued
    at an effective annual interest rate of 9.23%.

    The GSMC Facility was repaid in full on July 17, 1996.  The total payment of
    $66.5 million included accrued interest of $2.8 million. Interest accrued at
    10% from inception through the payment date.

    The  Floating  Rate Notes  mature on May 31,  1997 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 March  31,  1997 and
    December  31,  1996,  interest  was  accruing  at 9.50%.  On July 17,  1996,
    outstanding  principal in the amount of $106.3 million plus accrued interest
    of $1.2 million was prepaid.  As of March 31, 1997, $10 million of principal
    remained outstanding.

    The 14%  Debentures  have a  principal  balance of $75 million and mature on
    December 31, 2007.  On the  Effective  Date,  the carrying  value of the 14%
    Debentures was adjusted to reflect their  estimated fair value at that date,
    resulting in a premium.  The effective  interest  rate,  which is net of the
    amortization of this premium, is approximately 9.03%.  Interest payments are
    made  semi-annually  on June 2 and  December  2. As of  March  31,  1997 and
    December  31,  1996,   the  carrying   value  of  the  14%   Debentures  was
    approximately $100.8 million and $101.2 million, respectively.

    Cash Flow

    During the quarter  ended March 31, 1997 the Company  received cash flows of
    approximately  $10.5 million from  operations  of the Property.  The Company
    used  this  cash  flow  from  operations  to  fund  tenant  improvements  of
    approximately  $2.8 million and other leasing costs of approximately $6.0
    million.  In addition,  the Company expended  approximately  $1.8 million
    for building improvements, furniture, fixtures and equipment.



                                       16

<PAGE>


                                   RCPI TRUST
                 ITEM 2. MANAGMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)

    The Company  believes  that its current  cash  balance and future cash flows
    from  operations,  together  with  its  expected  borrowings  in  an  amount
    currently  believed not to exceed $100  million,  will be sufficient to fund
    its requirements for the foreseeable future.

    Inflation

    Inflation   and  changing   prices   during  the  current   period  did  not
    significantly affect the markets in which the Company conducts its business.
    In view of the  moderate  rate of  inflation,  its  impact on the  Company's
    business has not been significant.

    RESULTS OF OPERATIONS - RCPI TRUST

    As the Company has only been active since July 10, 1996, pro forma operating
    statements for the quarters ended March 31, 1997 and 1996 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 quarter ended March 31, 1997, which are not otherwise discussed. For
    a discussion of comparative results of operations of the Property,  refer to
    the caption "Pro Forma Results of Operations - The Property."

    During the quarter ended March 31, 1997, the Company  expensed $2.0 million,
    which is included with professional  fees,  related to the settlement of the
    Bear  Stearns & Co.,  Inc.  and  Donaldson,  Lufkin,  & Jenrette  Securities
    Corporation  lawsuit  (See Note 6). The  payment is for full  settlement  of
    plaintiffs' claim for "success fees" and  indemnification  of legal fees and
    expenses.  Plaintiffs'  claim  for  advisory  fees had been  accrued  by the
    Predecessor and such expense, including interest thereon, is included in the
    Predecessor's statement of operations for the year ended December 31, 1995.

    For a  comparison  of  interest  expense  of the  Company  and  RCPI for the
    quarters  ended  March 31,  1997 and 1996,  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 operations  have been  presented for the quarters  ended March
    31, 1997 and 1996 as if the  acquisition  of the Property by the Company had
    occurred on January 1, 1996.  The pro forma  statements  of  operations  are
    based upon the Company's statement of operations for the quarter ended March
    31, 1997 and the Previous  Owners'  statement of operations  for the quarter
    ended March 31, 1996.

    The pro forma statements of operations for the quarters ended March 31, 1997
    and 1996 have been  adjusted  to show the effect of (i) gross  revenues  and
    operating  expenses  had the NBC Sale  occurred  on January  1,  1996;  (ii)
    interest  expense had the GSMC Loan and Current Coupons been repaid in full,
    and had $106.3  million of principal on the Floating Rate Notes been paid on
    January  1,  1996;  (iii)  depreciation  and  amortization  expense  had the
    Property  been  purchased  and had the NBC Sale occurred on January 1, 1996,
    and (iv) general and administrative  expenses had certain bankruptcy related
    costs not been incurred by the Previous  Owners and had costs related to the
    NBC Sale been incurred during the quarter ended March 31, 1996.



                                       17

<PAGE>


                                   RCPI TRUST
                 ITEM 2. MANAGMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION (cont'd)


    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)
                                                     Quarter ended March 31,

                                                       1997             1996
                                                     --------         -------
         Gross Revenue:
            Rent and other tenant charges             $47,304         $45,317
            Interest income                               346             398
                                                     --------         -------
                                                       47,650          45,715
          Operating Expenses:
             Real estate taxes                          8,234           8,392
             Utilities                                  4,600           5,072
             Maintenance, engineering, and 
                other operating expenses               10,154          15,875
             Depreciation and amortization              4,523           4,154
             Management fee                               847           1,662
             General and administrative                 3,020           7,011
                                                      -------         -------
                                                       31,378          42,166
                                                      -------         -------
          Earnings before interest                     16,272           3,549
          Interest expense                             13,606          12,422
                                                      -------         -------
          Net income (loss)                         $   2,666        ($ 8,873)
                                                   ===========     ===========


    Rent and other tenant charges  increased by  approximately  $2.0 million for
    the quarter ended March 31, 1997 as compared to the same period in the prior
    year.  Occupancy,  which remained fairly stable, was 83.3% at March 31, 1997
    as  compared  to 83.8% at March 31,  1996.  The  increase  in rent and other
    charges is due in part to new leases signed at higher rental rates than were
    existing in the prior year and a termination  payment received from a tenant
    in the amount of $300,000.

    The decrease in  utilities;  maintenance,  engineering  and other  operating
    expenses;  and management fees in an aggregate amount of $6.9 million is due
    to achieving cost reductions during the first quarter of 1997.

    The  decrease in general and  administrative  expenses is due  primarily  to
    legal and professional  fees related to the NBC Sale of  approximately  $6.1
    million,  which based on pro forma results,  would have been incurred during
    the first  quarter  of 1996.  This  decrease  is offset by the $2.0  million
    expended  during the quarter ended March 31, 1997 related to the  settlement
    of the Bear Sterns & Co., Inc. and Donaldson,  Lufkin & Jenrette  Securities
    Corporation lawsuit.

    Based on pro forma calculations,  interest expense increased by $1.2 million
    for the quarter  ended March 31,  1997.  This  increase is due  primarily to
    increased interest related to the Zero Coupons. The Zero Coupons compound at
    12.10%  annually,  which  resulted in an additional  $1.3 million of expense
    during 1997.




                                       18

<PAGE>



                                   RCPI TRUST
                           PART II - OTHER INFORMATION


    Item 1. Legal Proceedings

    The information set forth in Note 6 to the financial statements in incor-
    porated herein by reference.



























                                       19

<PAGE>

ITEM 6.  (a) EXHIBITS

             (3.1)  Certificate of Trust of RCPI Trust, dated March 22, 1996 is
                    incorporated by reference to Exhibit 3.1 to the Company's
                    Quarterly Report on Form 10-Q for the fiscal quarter ended
                    June 30, 1996.

             (4.1)  Amended and Restated Debenture Purchase Agreement dated as
                    of July 17, 1996 between the Company and WHRC Real Estate
                    Limited Partnership. 

             (4.2)  Indenture dated as of September 15, 1985 between the
                    Predecessor and Manufacturers Hanover Trust Company, as
                    Trustee, including the forms of Current Coupon Convertible
                    Debenture, Zero Coupon Convertible Debenture and Floating
                    Rate Note, is incorporated by reference to Exhibit 4 to the
                    Predecessor's Quarterly Report on Form 10-Q for the period
                    ended September 30, 1985.

             (4.3)  First Supplemental Indenture dated as of December 15, 1985
                    between the Predecessor and the Trustee, is incorporated by
                    reference to the Predecessor's Annual Report on Form 10-K
                    for the year ended December 31, 1985.

             (4.4)  Second Supplemental Indenture dated as of July 10, 1996
                    between the Company and the United States Trust Company of
                    New York, as Trustee, is incorporated by reference to the
                    Company's Annual Report on Form 10-K for the year ended
                    December 31, 1996.

             (4.5)  Instrument of Resignation, Appointment and Acceptance dated
                    as of December 1, 1993 among the Registrant, Chemical Bank,
                    successor by merger to Manufacturers Hanover Trust Company,
                    and United States Trust Company of New York is incorporated
                    by reference to Exhibit 4.21 to the Predecessor's Annual
                    Report on Form 10-K for the year ended December 31, 1993.

             (4.6)  Amended and Restated Loan Agreement dated as of July 17,
                    1996 among the Company, the lenders parties thereto and
                    GSMC, as agent.

             (4.7)  Guarantee dated July 17, 1996 by Whitehall Street Real
                    Estate Limited Partnership V, Exor Group S.A., Tishman
                    Speyer Crown Equities, David Rockefeller, Troutlet
                    Investments Corporation, Gribble Investments (Tortola) BVI,
                    Inc. and Weevil Investments (Tortola) BVI, Inc., as
                    guarantors in favor of GSMC, as agent and lender.

             (27.1) Company's Financial Data Schedule.

     (b) REPORTS ON FORM 8-K.

          No Current Reports on Form 8-K have been filed during the last fiscal
          quarter.

                                       20

<PAGE>
                                   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:   May 15, 1997                     By:   ______________________
                                                   David Augarten
                                                   Vice President
                                                   (Principal Financial Officer)