FORM 10-Q/A
                                 AMENDMENT NO. 1

                       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                          (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) 332-6500
              (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, a Delaware business trust, hereby amends its Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 1996 which was filed with
the Securities and Exchange Commission on November 19, 1996 (the "September
10-Q"). The sole purpose of this amendment is to correct the telephone number
listed for RCPI Trust on the cover page of the September 10-Q.


                                   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:   December 3, 1996                  By:  /s/ David Augarten
                                               David Augarten
                                               Vice President
                                              (Principal Financial Officer)