ROCKEFELLER CENTER PROPERTIES INC
NT 10-Q, 1995-05-15
REAL ESTATE INVESTMENT TRUSTS
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                FORM 12b-25
                                                Commission File Number 1-8971

                        NOTIFICATION OF LATE FILING

  (Check One):   [  ]  Form 10-K      [  ]  Form 11-K     [  ]  Form 20-F
[X]  Form 10-Q     [  ] Form N-SAR

For Period Ended: March 31, 1995
                  --------------
[  ] Transition Report on Form 10-K  [  ] Transition Report on Form 10-Q
[  ] Transition Report on Form 20-F  [  ] Transition Report on Form N-SAR
[  ] Transition Report on Form 11-K

For the Transition Period Ended:
                                -----------------------------------------------

              READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.
                               PLEASE PRINT OR TYPE.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:

                      PART I - REGISTRANT INFORMATION

Full Name of Registrant    Rockefeller Center Properties, Inc.
                       --------------------------------------------------------
Former name if applicable

- -------------------------------------------------------------------------------

Address of principal executive office (STREET AND NUMBER)

1270 Avenue of the Americas
- -------------------------------------------------------------------------------
City, State and  Zip Code  New York, NY 10020
                          -----------------------------------------------------

                    PART II - RULES 12b-25 (b) AND (c)

      If  the subject report could not be filed without unreasonable effort
or  expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check box if appropriate)

[   ] (a) The reasons described in reasonable detail in Part III of this form
      could not be eliminated without unreasonable effort or expense;

[ X ] (b) The subject annual report, semi-annual report, transition report on
      Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
      or before 15th calendar day following the prescribed due date; or the
      subject quarterly report or transition report on Form 10-Q, or portion
      thereof will be filed on or before the fifth calendar day following the
      prescribed due date; and

[   ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
      has been attached if applicable.

                           PART III - NARRATIVE

   State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period.  (Attach extra sheets if needed.)

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    On May 11, 1995 two partnerships, Rockefeller Center Properties and RCP
Associates, the  Borrowers under the Company's $1.3 billion convertible
mortgage loan (the Company's principal asset), filed for protection in New
York under Chapter 11 of the Federal Bankruptcy Code.  The Company needs
additional time to assess the effect this filing will have on the Company
and  determine the appropriate disclosure to be made in the Company's Form 10-Q.

                        PART IV - OTHER INFORMATION

   (1) Name and telephone number of person to contact in regard to this
       notification

           Janet P. King                  (212)         698-1440
- --------------------------------------------------------------------------------
               (Name)                 (Area Code)  (Telephone Number)


   (2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).

                                                       [X] Yes     [  ] No

   (3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                       [  ] Yes    [X] No

   If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                    Rockefeller Center Properties, Inc.
- --------------------------------------------------------------------------------
               (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  May 15, 1995                      By /s/ Richard M. Scarlata
      ------------                        -----------------------------
                                        Richard M. Scarlata
                                        President and Chief Executive Officer
                                        (Principal Financial Officer and
                                         Principal Accounting Officer)

      INSTRUCTION: The form may be signed by an executive officer of the
   registrant or by any other duly authorized representative. The name
   and title of the person signing the form shall be typed or printed
   beneath the signature. If the statement is signed on behalf of the
   registrant by an authorized representative (other than an executive
   officer), evidence of the representative's authority to sign on behalf
   of the registrant shall be filed with the form.

                                 ATTENTION

   Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (SEE 18 U.S.C. 1001).


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