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 June 30, 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. 10111
               (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

<TABLE>
<S>                                                                                                                        <C>
                                                                                                                           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 June 30, 1997 (unaudited) and
                  December 31, 1996                                                                                             1

                  RCPI Trust, Statements of Operations for the quarter and six months ended
                  June 30, 1997 (unaudited)                                                                                     2

                  RCPI Trust, Statements of Cash Flows for the quarter and six months ended
                  June 30, 1997 (unaudited)                                                                                     3

                  Rockefeller Center Properties, Inc. (Predecessor), Statements of Operations for
                  the quarter and six months ended June 30, 1996 (unaudited)                                                    4

                  Rockefeller Center Properties, Inc.  (Predecessor), Statement of Cash Flows for
                  the quarter and six months ended June 30, 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                                                                                                     19


ITEM 1.           Legal Proceedings                                                                                            19

ITEM 2.           Changes in Securities                                                                                        19

ITEM 6.           Exhibits and Reports on Form 8-K                                                                             20
</TABLE>









<PAGE>





PART I -- FINANCIAL INFORMATION
       ITEM 1.  Financial Statements

                                                             RCPI TRUST
                                                           BALANCE SHEETS
                                                          ($ in thousands)

<TABLE>
<S>                                                                         <C>                            <C>
                                                                                 AS OF                           AS OF
                                                                            JUNE 30, 1997                   DECEMBER 31, 1996
                                                                             (Unaudited)
  ASSETS

  Real Estate:
     Land                                                                      $158,149                        $158,149
     Buildings and improvements                                                 602,931                         596,880
     Tenant improvements                                                         20,745                          14,405
     Furniture and fixtures                                                       3,957                           3,911
                                                                                785,782                         773,345
        Less: Accumulated depreciation                                           15,272                           6,718
                                                                                770,510                         766,627

  Cash and cash equivalents                                                      19,684                          28,765
  Restricted cash                                                                 7,607                          10,027
  Accounts receivable                                                            10,996                          19,859
  Prepaid expenses                                                               17,653                             478
  Deferred costs, net of accumulated amortization
      of $795 and $329                                                           16,620                           5,486
  Accrued rent                                                                   15,555                           8,430

  Total Assets                                                                 $858,625                        $839,672



  LIABILITIES AND OWNERS' EQUITY

  Liabilities:
     Zero coupon convertible debentures, net of unamortized
         discount of $201,560 and $224,030                                     $384,625                        $362,155
     14% debentures (includes premium of $25,455 and
         $26,155)                                                               100,455                         101,155
     NationsBank Loans                                                           55,000                               -
     Floating rate notes                                                              -                          10,000
     Accrued interest payable                                                     5,648                           7,234
     Accounts payable and accrued expenses                                       15,559                          19,383
     Tenant security deposits payable                                             7,276                           7,279
     Total Liabilities                                                          568,563                         507,206

     Contingencies

     Owners' Equity                                                             290,062                         332,466

  Total Liabilities and Owners' Equity                                         $858,625                        $839,672
</TABLE>


                        See notes to financial statements


                                                                 1

<PAGE>




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


<TABLE>
<S>                                                       <C>                                          <C>

                                                           FOR THE QUARTER                              FOR THE SIX
                                                                ENDED                                   MONTHS ENDED
                                                            JUNE 30, 1997                               JUNE 30, 1997

  Revenues:
        Base rental                                             $40,396                                     $83,462
        Escalations and percentage rents                            607                                       3,381
        Interest and other income                                 3,402                                       5,212
      Total revenues                                             44,405                                      92,055



  Expenses:
    Interest                                                     14,478                                      28,084
    Real estate taxes                                             8,234                                      16,468
    Payroll and benefits                                          4,716                                       9,062
    Repairs, maintenance, and supplies                            3,458                                       5,392
    Utilities                                                     3,240                                       7,840
    Cleaning                                                      3,267                                       6,856
    Professional fees                                             1,535                                       4,242
    Insurance                                                       314                                         599
    Management and accounting fees                                  857                                       1,704
    General and administrative                                      576                                         889
    Depreciation and amortization                                 4,683                                       9,206
       Total expenses                                            45,358                                      90,342

  Net (loss) income                                           $    (953)                                   $  1,713
</TABLE>
























                                               See notes to financial statements


                                                                 2

<PAGE>




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



<TABLE>
<S>                                                              <C>

                                                                   FOR THE SIX
                                                                   MONTHS ENDED
                                                                  JUNE 30, 1997

  Cash Flows from Operating Activities:
          Net (loss) income                                           $  1,713
          Adjustments to reconcile net income to net cash
          provided by operating activities
              Amortization of original issue discount and premium       21,770
              Depreciation and amortization                              9,206
              Decrease in restricted cash                                2,420
              Decrease in accounts receivable                            8,864
              Increase in prepaid expenses                             (17,175)
              Increase in accrued rent                                  (7,124)
              Decrease in accounts payable and accrued expenses         (3,826)
              Decrease in accrued interest payable                      (1,587)
                   Net cash provided by operating activities            14,261

Cash Flows from Investing Activities:
        Additions to buildings and improvements                        (6,051)
        Additions to tenant improvements                               (6,351)
        Additions to furniture, fixtures and equipment                    (46)
        Additions to deferred costs                                   (11,776)
                   Net cash (used in) investing activities            (24,224)

Cash Flows from Financing Activities:
        Additions from NationsBank Loans                                55,000
        Capital contributions                                               10
        Distributions to owners                                        (44,128)
        Payment of floating rate notes                                 (10,000)
                   Net cash provided by financing activities               882

Decrease in cash and cash equivalents                                  (9,081)
Cash and cash equivalents at beginning of period                        28,765
Cash and cash equivalents at end of period                              19,684
</TABLE>















                        See notes to financial statements


                                        3

<PAGE>




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

<TABLE>
<S>                                                                 <C>                                        <C>

                                                                     FOR THE QUARTER                           FOR THE SIX
                                                                          ENDED                                MONTHS ENDED
                                                                     JUNE 30, 1996                             JUNE 30, 1996


  Revenues:
    Other income                                                    $       22                                    $       36
                                                                            22                                            36
  Expenses:
  Interest expense:
    Current coupon convertible debentures                                5,511                                        11,022
    Zero coupon convertible debentures                                   8,985                                        17,971
    14% debentures                                                       2,739                                         5,489
    Floating rate notes                                                  3,808                                         7,642
    GSMC facility                                                        1,323                                         2,379
                                                                        22,366                                        44,503

  General and administrative                                             1,479                                         4,652
  Amortization of deferred debt issuance costs                             829                                         1,765
  Increase in liability for stock appreciation rights                       22                                         1,929
  Effects of execution and delivery of merger agreement                 (6,623)                                       (6,623)
  Expenses related to the March 25, 1996
    special meeting of stockholders                                        (51)                                          398
                                                                        18,022                                        46,624

  Net Loss                                                            ($18,000)                                     ($46,588)

    Net loss per share                                              ($    0.47)                                   ($    1.22)
</TABLE>























                        See notes to financial statements


                                        4

<PAGE>




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


<TABLE>
<S>                                                                                                      <C>

                                                                                                         FOR THE SIX
                                                                                                         MONTHS ENDED
                                                                                                         JUNE 30, 1996



  Cash flow from operating activities:
        Other interest income received                                                                      $      36
        Interest paid on current coupon convertible debentures                                                (27,712)
        Interest paid on floating rate notes                                                                   (7,626)
        Interest paid on 14% debentures                                                                        (5,308)
        Payments for accounts payable, accrued expenses and other assets                                       (7,392)
            Net cash (used in) operating activities                                                           (48,002)

  Cash flows from financing activities:
    Net proceeds from GSMC facility                                                                            47,700
        Net cash provided by financing activities                                                              47,700

  Net decrease in cash and cash equivalents                                                                      (302)
  Cash and cash equivalents at the beginning of the period                                                      1,298
  Cash and cash equivalents at the end of the period                                                        $     996

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

  Net loss                                                                                                   ($46,588)
  Adjustments to reconcile net loss to net cash (used in) operating activities:
            Amortization of discount:
                Zero coupon convertible debentures                                                             17,971
                14% debentures                                                                                    179
            Decrease in deferred debt issuance costs and other assets, net                                      1,423
            (Decrease) in accrued interest payable                                                            (14,293)
            Increase in stock appreciation rights liability                                                     1,929
            (Decrease) in accounts payable and accrued expenses                                                (8,623)

            Net cash (used in) operating activities                                                          ($48,002)
</TABLE>















                        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 qualified and 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 were 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 had 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


                                        6

<PAGE>


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

     held by Whitehall were contributed through Holdings to the Predecessor and
     canceled. Thereafter, on the 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.

     Merger with Holdings

     On June 30, 1997, the Predecessor merged with and into Holdings, with
     Holdings being the surviving corporation. Pursuant to the merger, Holdings
     succeeded to the Predecessor's beneficial interest in the Company and
     Holdings was renamed Rockefeller Center Properties, Inc.


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 June 30, 1997 and December 31, 1996
     and the results of operations and cash flows for the quarter and six months
     ended June 30, 1997. The accompanying financial statements also present the
     Predecessor's results of operations and cash flows for the quarter and six
     months ended June 30, 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 and six months ended June 30, 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 approximately
     $213.2 million 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 "GSMC Facility"). 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,
     approximately $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 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 provided for an Additional
     Advance, as defined, up to a maximum outstanding balance of $60 million.
     Subsequent amendments to the Amended and Restated Loan Agreement had
     extended the maturity date to May 31, 1997. On May 16, 1997, the remaining
     $10 million of principal was prepaid, plus accrued interest of
     approximately $196,000 and a prepayment penalty of $150,000. At that time
     the GSMC Facility was terminated.

     The Floating Rate Notes bore interest based on 90-day LIBOR plus 4% which
     was reset two business days prior to each interest payment date. The
     weighted average interest rate was 9.52% for the six months ended June 30,
     1997 for the Company, and 9.61% for the six months ended June 30, 1996 for
     the Predecessor. Interest was payable quarterly on March 1, June 1,
     September 1, and December 1 of each year.

     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.
     On May 16, 1997, the agreement was further amended in conjunction with the
     execution of the NationsBank Loan (see below), to change the semi-annual
     interest payment dates from each June 2 and December 2 to each July 31 and
     January 31, respectively.

     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, 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.

     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 

                                       9
<PAGE>


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

     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.

     NationsBank Credit Facility

     The Company entered into a Credit Agreement (the "NationsBank Credit
     Agreement") dated as of May 16, 1997, with NationsBank of Texas, N.A.
     ("NationsBank"), pursuant to which NationsBank agreed to make term loans
     (the "NationsBank Loans") to the Company in an aggregate principal amount
     of up to $100 million. On May 16, 1997, NationsBank made a term loan to the
     Company in the principal amount of $55 million. The Company may elect
     interest periods based on one, two, three, or six month LIBOR rates.
     Interest accrues at LIBOR plus 1.75% and is payable at the end of each
     interest period. As of June 30, 1997, interest was accruing at 7.5% on the
     initial $55 million and no other NationsBank Loans have been made. The
     maximum amount of NationsBank Loans which may be outstanding at any time
     reduces quarterly commencing March 31, 1998 through the May 16, 2000
     maturity date. Subject to the satisfaction of certain conditions precedent,
     the Company may extend the maturity date of the NationsBank Loans to
     12/31/00 and such loans will bear interest based on LIBOR plus 2.125%
     during such extension period.

     In connection with the NationsBank Loans, the Company purchased an interest
     rate protection agreement from Goldman Sachs Capital Markets L.P. capping
     LIBOR at 7.69% during the first two years of the initial term and at 8.69%
     thereafter including the extension period.

     As a condition to making the NationsBank Loans, the holder of the 14%
     Debentures and the Company executed an intercreditor and subordination
     agreement pursuant to which the holder of the 14% Debentures agreed (i) to
     subordinate payment on the 14% Debentures to the NationsBank Loans, (ii)
     that in certain circumstances interest would accrue but not be paid on the
     14% Debentures, and (iii) that NationsBank may take certain actions on
     behalf of the holder of the 14% Debentures upon the occurrence of certain
     bankruptcy related events in respect of the Company.

     In addition, certain members of the Investor Group and/or certain of their
     affiliates entered into a Limited Recourse Agreement dated as of May 16,
     1997, in favor of NationsBank.

     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 3.84% and 3.91% for the six months ended June
     30, 1997 and 1996, respectively. As of June 30, 1997 and December 31, 1996,
     the net weighted average interest rate of swaps outstanding for the Company
     was 3.78% and 3.93%, respectively.



                                        10

<PAGE>


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

     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 June 30, 1997 and December 31, 1996, the
     carrying amount of all interest rate swap agreements was reported as a
     liability by the Company of approximately $3.2 million and $5.2 million
     respectively, based on information supplied by the swap counterparties to
     the swap contracts. During the six months ended June 30, 1997, the Company
     recorded an adjustment of approximately $2.0 million to properly mark to
     market the swaps as of June 30, 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, the Limited Liability Company Agreement dated
     July 9, 1996 that organized LLC (hereinafter Holdings and LLC will be
     collectively referred to as the "Owners") and the Amendment Agreement dated
     May 1, 1997 among the Owners, the Owners are required to provide additional
     contributions up to the Maximum Additional Mandatory Contribution, as
     defined, totaling $82.5 million. The Maximum Additional Mandatory
     Contribution shall be used to fund unforeseen capital expenditures and
     similar contingencies reasonably necessary to protect and maintain the
     value of the Property. During the quarter ended June 30, 1997, the Company
     made cash distributions to each of its Owners in an aggregate amount of
     $44,127,504. RCPI and LLC each received 50% of the distribution. In
     addition, during the quarter ended June 30, 1997 LLC contributed an
     additional $10,000 to the Company. LLC receives an 8% cumulative preferred
     return on the $10,000 contribution.

     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 and distributions paid (including
     the distribution referred to above), at June 30, 1997 and December 31, 1996
     was approximately $33 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 six months ended June 30,
     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


                                       11

<PAGE>


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

     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. Plaintiffs' counsel has
     advised that they may further amend the complaints in both actions. 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
     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 voluntarily
     dismissed the New York action 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. The
     defendants are the same in both actions. Subsequently, the plaintiff in
     Debora voluntarily dismissed the action without prejudice and joined as a
     plaintiff in In re RCPI.



                                       12

<PAGE>


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

     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.

     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 OPERATIONS





     The discussion below relates primarily to the results of operations of the
     Predecessor for the six months ended June 30, 1996 and the financial
     condition and results of operation of the Company at and for the six months
     ended June 30, 1997. In addition, pro forma operating statements are
     presented to provide a meaningful comparison of the results of operation of
     the Property for the six months ended June 30, 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.

     The Predecessor's principle source of revenue was interest income received
     on the Mortgage Loan. For the six months ended June 30, 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 and accordingly no income was recognized.

     Other income for the six months ended June 30, 1996 was approximately
     $36,000, and relates to interest earned on cash deposits.

     Amortization of deferred debt issuance costs for the six months ended June
     30, 1996 was approximately $1.8 million. 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 June 30, 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 six months ended June
     30, 1996. Concurrent with the Merger, the Predecessor's SARs and Warrants
     were canceled.

     During the six months ended June 30, 1996 the Predecessor recognized
     approximately $398,000 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 six months ended June 30, 1997 is compared to interest
     expense recognized by the Predecessor for the six months ended June 30,
     1996. The following table illustrates comparative interest expense for the
     six months ended June 30, 1997 and 1996.



                                       14

<PAGE>


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


<TABLE>
<CAPTION>
                                                    ($ In Thousands)
                                             For the six months ended June 30
<S>                                           <C>                  <C> 
                                                   1997              1996

     Zero coupon convertible debentures       $    22,470          $ 17,971
     Current coupon convertible debentures              -            11,022
     14% debentures                                 4,579             5,489
     NationsBank Loan                                 541                 -
     Floating rate notes                              507             5,588
     GSMC Loan                                          -             2,379
     Interest rate swaps and other                    (13)            2,054

     Total                                        $28,084           $44,503
</TABLE>


     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 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.

     The Predecessor recognized approximately $11.0 million of interest expense
     on the Current Coupons for the six months ended June 30, 1996. As the
     Current Coupons were redeemed on August 28, 1996, the Company did not
     recognize any interest expense for the six months ended June 30, 1997.

     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 six months ended June 30,
     1997.

     On May 16, 1997 the Company entered into the NationsBank Credit Agreement.
     As of June 30, 1997 the Company had borrowed $55 million under the
     NationsBank Credit Agreement. Interest expense for the six months ended
     June 30, 1997 was approximately $541,000. There is no corresponding expense
     for the six months ended June 30, 1996.

     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. On May 16, 1997 the remaining $10 million
     of principal was repaid. Interest expense related to the Floating Rate
     Notes is lower for the six months ended June 30, 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 $2.4 million
     for the six months ended June 30, 1996. The GSMC Loan was repaid in full on
     July 17, 1996, thus there is no related expense for the six months ended
     June 30, 1997.

     Other interest expense for the six months ended June 30, 1997 resulted in a
     credit of $13,000 as a result of the mark to market adjustment of
     approximately $2.0 million, which fully offset 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 six months ended June 30, 1996.






                                       15

<PAGE>


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

     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 the 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 June 30, 1997 the Property, exclusive of the NBC Space, was
     approximately 86.4% 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.

     March 31, 1997          83.3%       June 30, 1996           82.2%
     December 31, 1996       83.6%       March 31, 1996          83.8%
     September 30, 1996      82.8%       December 31, 1995       82.7%

     The following table shows selected lease expirations and vacancy of the
     Property as of June 30, 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.

<TABLE>
<S>                         <C>                                <C>
                            Square Feet                        Percent
   Year                       Expiring                         Expiring

   Vacant                       801,957                           13.6%
   1997                         205,234                            3.5%
   1998                         317,415                            5.4%
   1999                         202,683                            3.4%
   2000                         452,990                            7.7%
   2001                         114,456                            1.9%
   Thereafter                 3,804,962                           64.5%

   Total                      5,899,697                          100.0%
</TABLE>


     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 the Zero Coupons
     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 June 30, 1997 and December 31, 1996, the carrying value of the
     Zero Coupons, net of unamortized discount, was approximately $384.6 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 Loan 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.

     On July 17, 1996, outstanding principal on the Floating Rate Notes in the
     amount of $106.3 million was prepaid and on May 16, 1997, the remaining $10
     million of principal was repaid. Interest had accrued at LIBOR


                                       16

<PAGE>


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

     plus 4%. Interest was paid quarterly on March 1, June 1, September 1, and
     December 1.

     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 January 31 and July 31. As of June 30, 1997 and
     December 31, 1996, the carrying value of the 14% Debentures was
     approximately $100.5 million and $101.2 million, respectively.

     On May 16, 1997, the Company entered into the NationsBank Credit Agreement
     and as of June 30, 1997 has drawn $55 million under its $100 million
     facility and has incurred $541,000 in interest.

     Cash Flow

     During the six months ended June 30, 1997 the Company received cash flows
     of approximately $14.3 million from operations of the Property. The Company
     used this cash flow from operations and its existing cash balance to fund
     tenant improvements of approximately $6.3 million and other leasing costs
     of approximately $8.4 million. In addition, the Company expended
     approximately $6.1 million for building improvements, furniture, fixtures
     and equipment. Legal costs and placement fees incurred in connection with
     the closing of the NationasBank Credit Agreement were approximately $3.4
     million.

     The Company believes that its current cash balance and future cash flows
     from operations, together with the remaining undrawn amount pursuant to the
     NationsBank Credit Agreement, 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 six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 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). In addition to the
     $2.0 million settlement, the Company expensed approximately $617,000 of
     related legal fees. 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 the Predecessor for
     the six months ended June 30, 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 six months ended June
     30, 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


                                       17

<PAGE>


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

     Company's statement of operations for the six months ended June 30, 1997
     and the Previous Owners' statement of operations for the six months ended
     June 30, 1996.

     The pro forma statements of operations for the six months ended June 30,
     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 six months ended June 30, 1996.

     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.
<TABLE>
<CAPTION>
                                                                     ($ In Thousands)
                                                                Six months ended June 30,

     <S>                                                            <C>            <C> 
                                                                       1997           1996
     Gross Revenue:
       Rent and other tenant charges                                  $91,231        $90,324
       Interest income                                                    824            771
                                                                       92,055         91,095
       Operating Expenses:
       Real estate taxes                                               16,468         16,967
       Utilities                                                        7,840          8,278
       Maintenance, engineering, and other operating expenses          21,909         30,522
       Depreciation and amortization                                    9,206          8,376
       Management fee                                                   1,704          3,324
       General and administrative                                       5,131          7,875
                                                                       62,258         75,342
     Earnings before interest                                          29,797         15,753
     Interest expense                                                  28,084         25,067
     Net income (loss)                                              $   1,713      ($  9,314)
</TABLE>


     Rent and other tenant charges increased by approximately $960,000 for the
     six months ended June 30, 1997 as compared to the same period in the prior
     year. Occupancy, which remained fairly stable, was 86.4% at June 30, 1997
     as compared to 82.2% at June 30, 1996. The increase in rent and other
     tenant charges is due in part to new leases signed at higher rental rates
     than were existing in the prior year and termination payments received
     totaling $1.2 million.

     The decrease in utilities; maintenance, engineering and other operating
     expenses; and management fees in an aggregate amount of $10.7 million is
     due to achieving cost reductions during the first six months 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 six months of 1996. This decrease is offset by the $2.0 million
     settlement and $617,000 of legal fees expended during the six months ended
     June 30, 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 $3.0 million
     for the six months ended June 30, 1997. This increase is due primarily to
     interest related to the Zero Coupons, which compound at 12.10% annually
     resulting in an additional $2.5 million of expense during 1997. In addition
     $541,000 of interest expense related to the NationsBank Loan was incurred
     during the first six months of 1997. As the company executed the loan on
     May 16, 1997, there was no corresponding expense during 1996.



                                       18

<PAGE>



                                   RCPI TRUST
                           PART II - OTHER INFORMATION


Item 1.          Legal Proceedings

The information set forth in Note 6 to the financial statements is
incorporated herein by reference. See also the Company's Quarterly
Report on Form 10-Q for the period ended March 31, 1997.

Item 2.          Changes in Securities

On May 1, 1997, the company issued a Special Interest
(representing a cumulative 8% preferred return on the cost of the
Special Interest) to L.L.C. for $10,000.

The Special Interest described above was issued without
registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to the exemption therefrom provided by
Section 4(2) of the Securities Act due to the limited number of
offerees.



                                       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 Six monthsly Report on Form 10-Q for
                             the fiscal six months 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 is
                             incorporated by reference to Exhibit 4.1 to the
                             Company's Annual Report on Form 10-K for the year
                             ended December 31, 1996.

                   (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 Six monthsly 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)     Credit Agreement, dated as of May 16, 1997, between
                             the Company, NationsBank of Texas,
                             N.A. and the Lenders parties thereto.

                   (4.7)     Intercreditor and Subordination Agreement, dated as
                             of May 16, 1997, among WHRC Real Estate Limited
                             Partnership, as attorney-in-fact for the 14%
                             Debenture holder, the Company and NationsBank of
                             Texas, N.A..

                   (4.8)     Limited Recourse Agreement, dated as of May 16,
                             1997, made by certain members of the Investor Group
                             and/or certain of their affiliates in favor of
                             NationsBank of Texas, N.A..

                   (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: August 14, 1997                    By:     /s/ David Augarten
                                                 Vice President
                                                 (Principal Financial Officer)










                                       21