CORNERSTONE PROPERTIES INC
8-K, 1998-04-02
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 Current Report
          Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                      March 31, 1998 (Date of earliest event reported)

                           CORNERSTONE PROPERTIES INC.
             (Exact name of registrant as specified in its charter)

            Nevada                  0-10421            74-2170858
(State or other jurisdiction of   (Commission        (IRS Employer
        incorporation)           File Number)      Identification No.)

                           Cornerstone Properties Inc.
                              126 East 56th Street
                               New York, NY 10022
                    (Address of principal executive offices)

                                       (212) 605-7100
                              (Registrant's telephone number,
                              including area code)




<PAGE>


Item 5. Other Events
        ------------
        The press release issued by the Registrant, dated March 31, 1998, a
        copy of which is included with this Form 8-K as Exhibit 99, is
        incorporated herein by reference.


Item 7. Financial Statements and Exhibits
        ---------------------------------
        (c) Exhibits
        Exhibit 99 - Press release, dated March 31, 1998.


<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.

                              CORNERSTONE PROPERTIES INC.
                              (Registrant)

                              By:/s/ John S. Moody.
                                     John S. Moody, Chairman and Chief 
                                     Executive Officer

                              Date:  April 2, 1998


                              By:/s/ Kevin P. Mahoney.
                                     Kevin P. Mahoney, Chief Financial Officer

                              Date:  April 2, 1998


<PAGE>


EXHIBIT 99

                    CORNERSTONE PROPERTIES INC. CLOSES CHICAGO LAND SALE

New York, NEW YORK (March 31, 1998) -- Cornerstone  Properties  Inc.  (NYSE:CPP)
announced today that it has sold a parcel of land in downtown Chicago to a group
controlled by the J. Paul Beitler Development Company.  Located at the corner of
State and Adams  Streets,  the  now-vacant  site was  formerly  the  location of
Montgomery Ward's flagship store.

Terms of the deal were not disclosed,  however,  the Company noted that the sale
of the land will not have any material effect on future financial  results.  The
land was acquired as part of a larger transaction last October, when Cornerstone
purchased a portfolio of nine  properties from the Dutch  Institutional  Holding
Company, Inc. (DIHC).

Commenting  on the Chicago  transaction,  Scott  Dalrymple,  Cornerstone's  Vice
President  of  Asset  Management,  said,  "We  had no  immediate  plans  for the
development  of the site and, in fact,  it has always been our intention to sell
the land,  which we feel is consistent  with  Cornerstone's  strategy of selling
non-core  assets."  The  Company  was  assisted  in the sale by Charles  Nash of
Concord Realty Advisors, Inc.

Cornerstone Properties Inc. is a self-administered equity real estate investment
trust (REIT) investing exclusively in Class A quality office properties in prime
locations  in major  metropolitan  areas and  central  business  districts.  The
Company,  through its  subsidiaries,  currently  owns 19 Class A quality  office
properties  throughout the United States  totaling 10.9 million  rentable square
feet.  Headquartered  in New York City, the Company's stock is traded on the New
York Stock Exchange under the ticker symbol CPP.

The matters  described herein contain  forward-looking  statements that are made
pursuant to the Safe Harbor  provisions  of the  Private  Securities  Litigation
Reform  Act of 1995.  Forward-looking  statements  involve  a number  of  risks,
uncertainties  or other  factors  beyond the  Company's  control which may cause
material differences in actual results, performance or other expectations. These
factors  include,  but are not limited  to,  economic  and real estate  industry
conditions, leasing risk, rollover risk, tenant credit risk, interest rate risk,
and other factors detailed in the Company's  registration statement and periodic
reports filed with the Securities & Exchange Commission.




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