ROCKEFELLER CENTER PROPERTIES INC
8-K, 1994-08-31
REAL ESTATE INVESTMENT TRUSTS
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               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                            Form 8-K


                         CURRENT REPORT



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



Date of Report (Date of earliest event reported): August 30, 1994




              ROCKEFELLER CENTER PROPERTIES, INC.
     (Exact name of registrant as specified in its charter)




    Delaware                  1-8971               13-3280472
(State or other           (Commission File      (IRS Employer
jurisdiction of           Number)               Identification No.


       1270 Avenue of the Americas New York, N.Y.  10020
     (Address of principal executive offices)    (Zip Code)


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

Item 5.   Other Events.

          Rockefeller Center Properties, Inc. (the "Company") has
issued a press release announcing its intent pursuant to the Loan
Agreement dated as of September 19, 1985 among the Company, RCP
Associates and Rockefeller Center Properties (RCP Associates and
Rockefeller Center Properties together referred to as the "Borrowers"),
as amended (the "Loan Agreement"), to record the New Mortgage (as
defined in the Loan Agreement) at the expense of the Borrowers.


Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits

               The following is being filed as an exhibit to this Report:

           (99.2)    Press Release dated August 30, 1994.


                              SIGNATURES


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


                              ROCKEFELLER CENTER PROPERTIES, INC.
                                        (Registrant)



                              By:/s/RICHARD M. SCARLATA
                                 Name:     Richard M. Scarlata
                                 Title:    Senior Vice President
                                           Finance & Administration


Dated:  August 30, 1994


                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
For Immediate Release
                                  
                                  
                                  
                                  
                                  
                                  
                                  
New York, N.Y., August 30, 1994 - Rockefeller Center Properties, Inc.
(RCPI)  announced  today  that it intends to  record  the  unrecorded
portion (approximately $1.25 billion) of its mortgage on most of  the
land and buildings constituting Rockefeller Center.

RCPI  has  decided to record this portion of its mortgage to  enhance
the  security  of its Mortgage Loan on the Property in  view  of  the
scheduled  year-end reduction in the amount of the letters of  credit
provided  by  the Borrowers as additional collateral and the  present
unwillingness  of the parents of the Borrowers either to  defer  this
reduction  or  to  commit  to cover future  cash  shortfalls  at  the
Property.

RCPI  said  it  has delivered a notice to the Borrowers stating  that
RCPI  was  exercising its right to require the Borrowers to  pay  the
recording  tax  on  the mortgage in the amount of  approximately  $35
million.

RCPI's President and Chief Executive Officer Edward P. Fontaine said,
"Recording the mortgage is appropriate at this time to safeguard  the
investment  of  RCPI's fifty thousand shareholders.  We  expect  that
this   step  should  also  enhance  our  ability  to  obtain   future
financing."



               For further information please contact:
                       Stephanie Leggett Young
                 Rockefeller Center Properties, Inc.
                           (212) 698-1440





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