CORPORATE PROPERTY ASSOCIATES 12 INC
DEF 14A, 1997-04-30
REAL ESTATE INVESTMENT TRUSTS
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                            SCHEDULE 14A INFORMATION
                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

[ X ] Filed by the registrant

[   ] Filed by a party other than the registrant      


Check the appropriate box:

[   ] Preliminary Proxy Statement

[   ] Confidential, for Use of the Commission Only
      (as permitted by Rule 14a-6(e)(2))

[ X ] Definitive Proxy Statement

[   ] Definitive Additional Materials

[   ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12


                  Corporate Property Associates 12 Incorporated
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
<PAGE> 
CPA(R):12 Corporate Property Associates 12 Incorporated  Carey Property Advisors




                                                                  April 29, 1997



                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                        TO BE HELD TUESDAY, JUNE 10, 1997

     The Annual Meeting of the Shareholders of Corporate Property  Associates 12
Incorporated  will  be  held  at  the  executive  offices  of  the  Company,  50
Rockefeller  Plaza, New York, New York 10020 on Tuesday,  June 10, 1997 at 10:00
a.m. for the following purposes:

     1. To elect seven Directors for the following year.

     2. To transact such other business as may properly come before the meeting.

     The  Directors  have  fixed the close of  business  on April 7, 1997 as the
record date for the Shares  entitled to vote at the meeting.  If you are present
at the meeting, you may vote in person even though you have previously delivered
your proxy.





                                              By Order of the Board of Directors





                                              /s/Michael B. Pollack
                                              ---------------------
                                              Michael B. Pollack
                                              Secretary


SHAREHOLDERS ARE URGED TO COMPLETE,  DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT  PROMPTLY IN THE  BUSINESS  REPLY  ENVELOPE  PROVIDED.  SHAREHOLDERS  WHO ARE
PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXY AND VOTE IN PERSON.






An affiliate of W.P. Carey & Co., Inc., 50 Rockefeller Plaza, New York, NY 10020
212-492-1100 Fax 212-977-3022 W.P. CAREY
<PAGE>
                 CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED



                                 PROXY STATEMENT
                                 APRIL 29, 1997



     The  enclosed  proxy is solicited  by the  Directors of Corporate  Property
Associates 12  Incorporated  (the  "Company")  for use at the Annual  Meeting of
Shareholders to be held at the offices of the Company, 50 Rockefeller Plaza, New
York, New York at 10:00 a.m. on Tuesday,  June 10, 1997 (the "Annual  Meeting").
The proxy may be revoked at any time prior to voting  thereof by  notifying  the
persons named in the proxy of intention to revoke,  by execution and delivery of
a later dated proxy or by appearing  at the Annual  Meeting and voting in person
the Shares to which the proxy relates.  Shares  represented by executed  proxies
will be voted,  unless a  different  specification  is  indicated  therein,  for
election as Directors of the persons named therein.

     The Proxy  Statement  and the enclosed  proxy were mailed by May 5, 1997 to
Shareholders  of record at the close of business  on April 7, 1997 (the  "Record
Date").  The Company has mailed each Shareholder of record as of the Record Date
an Annual Report that includes audited  financial  statements for the year ended
December 31, 1996.

     The  holders of a majority of the Shares  entitled  to vote  present at the
Annual Meeting in person or represented by proxies will  constitute a quorum for
the transaction of business.  The affirmative  vote of a plurality of the Shares
whose holders  constitute a quorum is required to elect Directors.  At the close
of business on the Record Date,  the Company had 18,545,773  Shares  outstanding
and entitled to vote. Each Share has one vote on all matters  including those to
be acted upon at the Annual Meeting.

     The mailing address of the Company is 50 Rockefeller  Plaza,  New York, New
York 10020. Notices of revocation of proxies should be mailed to that address.

     The  Company  will  provide  Shareholders,  without  charge,  a copy of the
company's  Annual  Report on Form 10-K filed with the  Securities  and  Exchange
Commission  for the year  ended  December  31,  1996,  including  the  financial
statements and schedules attached thereto,  upon written request to Ms. Susan C.
Hyde,  Director of Investor  Relations  of the Company,  at  Corporate  Property
Associates 12 Incorporated, 50 Rockefeller Plaza, New York, New York 10020.

Election of Directors

     At the Annual  Meeting,  seven  Directors  are to be elected,  each to hold
office until the next Annual Meeting of Shareholders  and until his successor is
duly  elected  and  qualified,  except  in the event of  death,  resignation  or
removal. Unless otherwise specified,  proxies solicited hereby will be voted for
the election of the nominees listed below, except that in the event any of those
named should not continue to be available for election,  discretionary authority
may be exercised to vote for a substitute.  No circumstances are presently known
that would  render any  nominee  named  herein  unavailable.  All but two of the
nominees are now members of the Board of Directors.
<PAGE>
     The  nominees,  their  ages,  the year of  election of each of the Board of
Directors,  their principal  occupations during the past five years or more, and
directorships  of each in public  companies in addition to the  Company,  are as
follows:

     William P. Carey,  age 66, Chairman and Chief Executive  Officer,  has been
active  in  lease  financing  since  1959 and a  specialist  in net  leasing  of
corporate real estate  property since 1964.  Before  founding W. P. Carey & Co.,
Inc. ("W. P. Carey") in 1973,  he served as Chairman of the Executive  Committee
of Hubbard,  Westervelt & Mottelay  (now Merrill  Lynch  Hubbard),  head of Real
Estate and Equipment Financing at Loeb Rhoades & Co. (now Lehman Brothers),  and
head of Real Estate and Private  Placements,  Director of Corporate  Finance and
Vice  Chairman of the  Investment  Banking  Board of duPont  Glore Forgan Inc. A
graduate of the  University of  Pennsylvania's  Wharton  School,  Mr. Carey is a
Governor of the National  Association of Real Estate Investment Trusts (NAREIT).
He also serves on the boards of The Johns Hopkins  University its medical school
and  School of  Advanced  International  Studies,  Templeton  College  of Oxford
University,  The  James  A.  Baker  III  Institute  for  Public  Policy  at Rice
University and other educational and philanthropic institutions.  He founded the
Visiting Committee to the Economics Department of the University of Pennsylvania
and co-founded  with Dr. Lawrence R. Klein the Economics  Research  Institute at
that  university.  Mr.  Carey also  serves as  Chairman  of the Boards and Chief
Executive Officer of CPA(R):10 and CIPTM. Mr. Carey is the brother of Francis J.
Carey and an uncle of H. Augustus  Carey.  Mr. Carey was elected to the Board of
Directors of the Company in 1993.

     Ralph G. Coburn,  Rear Admiral USNR (Ret.), age 87, is former President and
Chief Executive Officer of Hubbard Real Estate  Investments (now HRE Properties)
("Hubbard"), a $100,000,000 equity REIT sponsored by Merrill Lynch and listed on
the New York  Stock  Exchange.  While  with  Hubbard,  he was also  Senior  Vice
President and a director of Merrill Lynch Hubbard,  Inc., advisor to Hubbard and
a specialist in real estate and corporate finance.  With Merrill Lynch Hubbard's
predecessor corporation,  Admiral Coburn had been engaged in a diversity of real
estate activity for more than 20 years. A graduate of Harvard  College,  Harvard
Law  School  and the Naval War  College,  Admiral  Coburn  previously  served as
Managing Director of the National  Association of Real Estate Investment Trusts,
Washington,  DC, representing the multi-billion  dollar REIT industry,  and also
serves as a Director of CPA(R):10 and CIPTM.  Admiral  Coburn was elected to the
Board of Directors of the Company in 1993.

     Barclay G. Jones III, age 36, is an Executive  Vice  President and Managing
Director of W. P.Carey &Co. Mr. Jones joined W. P.Carey &Co. as Assistant to the
President  in July 1982  after his  graduation  from the  Wharton  School of the
University of Pennsylvania where he majored in Finance and Economics.  Mr. Jones
has served as a Director of W. P. Carey & Co. since April 1992 and is a Director
of the Wharton School Club of New York.
<PAGE>
     William  Ruder,  age  75,  is  Chairman  of  the  Board  of  William  Ruder
Incorporated,  a consulting  firm founded in 1981.  From 1948 to 1981, Mr. Ruder
was in partnership with David Finn at the firm of Ruder & Finn, an international
public relations company.  He is a former Assistant Secretary of Commerce of the
United States and is on the board of directors of the United Nations Association
of the United States of America,  Junior Achievement and the Council on Economic
Priorities.  He is a member of the Board of Overseers  of the Wharton  School of
the  University  of  Pennsylvania  and has also  served as a  consultant  to the
Communications Advisory Board to the White House Press Secretary,  the Committee
for Economic  Development and the Office of Overseas  Schools for the U.S. State
Department.  Mr.  Ruder is a Tobe  Lecturer  at the Harvard  Graduate  School of
Business and is  associated  with  several  other  business,  civic and cultural
organizations.  He received a B.S.S.  degree from the City  College of New York.
Mr. Ruder  served as a Director of W. P. Carey & Co. from 1987 to 1990.  He also
is a Director  of  CPA(R):10  and CIPTM.  Mr.  Ruder was elected to the Board of
Directors of the Company in 1993.

     George E. Stoddard,  age 80, was until 1979 officer-in-charge of the Direct
Placement  Department  of The  Equitable  Life  Assurance  Society of the United
States  ("Equitable"),   with  responsibility  for  all  activities  related  to
Equitable's   portfolio  of  corporate   investments   acquired  through  direct
negotiation.  Mr.  Stoddard was associated  with Equitable for over 30 years. He
holds an A.B.  degree from  Brigham  Young  University,  an M.B.A.  from Harvard
Business  School and an LL.B. from Fordham  University Law School.  Mr. Stoddard
also serves as a Managing Director of W. P.Carey &Co.

     Charles C.  Townsend,  Jr., age 69,  currently  is an Advisory  Director of
Morgan Stanley & Co.,  having held such position  since 1979.  Mr.  Townsend was
Partner  and  Managing  Director  of Morgan  Stanley & Co. from 1963 to 1978 and
served as Chairman of Morgan Stanley Realty  Corporation  from 1977 to 1982. Mr.
Townsend holds a B.S.E.E.  from Princeton  University and an M.B.A. from Harvard
University.  Mr.  Townsend also currently  serves as an Independent  Director of
CPA(R):10 and CIPTM.

     Warren G. Wintrub,  age 63, retired in 1992 from Coopers & Lybrand after 35
years.  Mr.  Wintrub  was  elected a partner  of  Coopers & Lybrand  in 1963 and
specialized  in tax matters and served on that firm's  Executive  Committee from
1976 to 1988 and as Chairman of its Retirement  Committee from 1979 to 1992. Mr.
Wintrub holds a B.S. degree from Ohio State University and an LL.B. from Harvard
Law School. He currently serves as a director of Chromcraft Revington,  Inc. and
Getty Petroleum Co. Mr. Wintrub is also a Director of CPA(R):10 and CIPTM.

Committees of the Board of Directors

     The Board of Directors of the Company has a standing  Audit  Committee (the
"Audit Committee") which is chaired by Mr. Wintrub.  The Audit Committee,  which
held one meeting in 1996 attended by all members, reviews on behalf of the Board
of Directors  the financial  information  provided to  Shareholders,  regulatory
authorities   and   governmental   agencies  for   accuracy,   reliability   and
completeness.  In addition, it reviews the Company's systems of internal control
and accounting  policies for  effectiveness  in  safeguarding  the assets of the
Company.  Members of this Audit  Committee  include  Warren G. Wintrub,  William
Ruder, Francis J. Carey and William P. Carey.

     The Board of Directors  of the Company does not have a standing  nominating
or compensation committee.
<PAGE>
Board Meetings and Directors' Attendance

     There were 7 Board  meetings held in 1996. No incumbent  Director  attended
less than 75% of the total number of Board and Audit Committee  meetings held in
1996.

Compensation of Directors and Executive Officers

     The Company has no employees. Day-to-day management functions are performed
by Carey  Property  Advisors  (the  "Advisor").  Please see the  section  titled
"Certain Transactions" for a description of the contractual  arrangement between
the Company and the Advisor.

     During 1996, the Company paid no cash  compensation to any of its executive
officers.

     During 1996, the Directors as a group received fees of $72,500.  William P.
Carey received no compensation for serving as a Director.

Compensation Committee Interlocks and Insider Participation

     The Company is required to disclose certain  "interlocks" and participation
by "insiders" in compensation  decisions.  The Company has no employees and does
not pay salaries, benefits or other compensation to its executive officers.

Insider Participation

     For a description  of all  transactions  of the Company  involving  insider
participation, see "Certain Transactions."

Interlocks

     With respect to  "interlocks"  between the Company's Board of Directors and
the Boards of Directors of other  entities,  all of the members of the Company's
Board of Directors are members of the Board of Directors of Carey  Institutional
Properties Incorporated.  In addition, all of the members of the Company's Board
of  Directors,  except  for H.  Cabot  Lodge  III,  are  members of the Board of
Directors of Corporate Property Associates 10 Incorporated.  William P. Carey is
also a member of the Board of  Directors  of W. P. Carey & Co.,  CFA and various
other  affiliates of W. P. Carey & Co.,  including Carey  Financial  Corporation
(the broker-dealer firm that acted as Sales Agent for the Company's offerings of
common stock).

Securities Ownership by Management

     "Beneficial  Ownership"  as used herein has been  determined  in accordance
with the rules and regulations of the Securities and Exchange  Commission and is
not to be  construed  as a  representation  that any of such  shares are in fact
beneficially  owned  by  any  person.  As of  the  Record  Date,  there  are  no
Shareholders  known  to the  Company  who  own  beneficially  5% or  more of the
outstanding Shares.
<PAGE>
     The following table sets forth the number of shares of the Company's common
stock  beneficially  owned by each of the  Directors,  by each of the  executive
officers  named  in the  Executive  Officers  Table  who own  shares  and by all
Directors  and  executive  officers  of the  Company as a group as of the Record
Date:
<TABLE>
<CAPTION>
                                                                             Amount and Nature
                                                                               of Beneficial
               Title of                      Name of                           Ownership of                Percent
                Class                      Beneficial Owner                     Common Stock               of Class
                -----                      ----------------                     ------------               --------
<S>                                      <C>                                      <C>                         <C>
               Common                    William P. Carey                         30,000 (1)                  *
               Common                    Francis J. Carey                         32,000 (2)                  *
               Common                    William Ruder                             1,500                      *
               Common                    H. Augustus Carey                         3,500 (3)                  *
               Common                    Charles C. Townsend, Jr.                  1,000                      *
               Common                    Ralph G. Coburn                           1,000                      *
               Common                    Barclay G. Jones III                        500 (4)                  *
               Common                    Warren G. Wintrub                         1,000                      *
               Common                    John J. Park                              1,000 (5)                  *
               Directors & Executive
                 Officers as a Group
                 (16 persons)                                                     41,500                      *


- ----------------------- 
(*)   Less than 1% of class of Shares.

(1)  Includes  20,000  Shares  owned by the  Advisor,  of which Carey  Fiduciary
     Advisors, Inc. ("CFA"), a corporation wholly owned by Mr. William P. Carey,
     is the  general  partner,  and  10,000  Shares  owned  by the W.  P.  Carey
     Foundation,  a  charitable  foundation  of which Mr.  William  P.  Carey is
     Chairman.  The inclusion of these Shares in the table shown above is not to
     be construed as a  representation  that Mr.  William P. Carey  beneficially
     owns such Shares.

(2)  Includes  20,000 Shares owned by the Advisor  attributed to Mr.  Francis J.
     Carey by reason of his position as President of CFA, the general partner of
     the  Advisor,  and 10,000  Shares  owned by the W. P. Carey  Foundation,  a
     charitable  foundation  of which Mr.  Francis  J. Carey is  President.  The
     inclusion  of these  Shares in the table shown above is not to be construed
     as a  representation  that Mr.  Francis  J.  Carey  beneficially  owns such
     Shares.

(3)  Of these Shares, 2,000 are held in custodial accounts for his two children.
     Mr. Carey disclaims beneficial ownership of such Shares.

(4)  These  Shares are held by Mr.  Jones in a custodial  account for one of his
     children. Mr. Jones disclaims beneficial ownership of such Shares.

(5)  Of these  Shares,  500 are held in a custodial  account for his child.  Mr.
     Park disclaims beneficial ownership of such Shares.
</TABLE>
<PAGE>
Board Compensation Committee Report on Executive Compensation

     Securities and Exchange  Commission  Regulations  require the disclosure of
the  compensation  policies  applicable  to executive  officers in the form of a
report by the  compensation  committee of the Board of Directors (or a report of
the full Board of  Directors  in the absence of a  compensation  committee).  As
noted above, the Company has no employees and pays no compensation. As a result,
the Board of Directors has not considered  compensation policy for employees and
has not included a report with this proxy statement.

Performance Graph

     The graph below provides an indicator of cumulative shareholder returns for
the Company as compared with the S&P 500 Stock Index and a Peer Group(1).


                 [GRAPHIC-GRAPH PLOTTED TO POINTS LISTED BELOW]

<TABLE>
<CAPTION>
                           Two year Return among
                           CPA:12, S&P 500 Index and Peer Group Index
                           ------------------------------------------
                                       1994       1995       1996
                                       ----       ----       ----
<S>                        <C>        <C>        <C>        <C>
S&P 500                    100.00     101.32     139.42     178.17
CPA:12                     100.00     107.04     115.21     124.47
Peer                       100.00     106.87     112.71     118.93
Peer w/o CPA:12 & CIP      100.00     106.79     111.94     117.47
</TABLE>

     (1) The  Peer  Group  Index  included  in the  Performance  Graph  has been
constructed  and  calculated  by the  Company.  The Peer Group is  comprised  of
issuers  whose  securities  are  publicly  held but for which no active  trading
market exists.  The index has been  constructed  assuming a constant share price
and the annual reinvestment of dividends. The issuers included in the peer group
and  the  relative  weighting  of  the  issuers'  returns  in  the  total  index
(calculated using total initial market capitalization) are as follows:
<TABLE>
<CAPTION>
                                                           WEIGHTING IN
                                                         PEER GROUP INDEX
                                                  -----------------------------
 ISSUER                                            1994       1995        1996
 ------                                            ----       ----        ----
<S>                                               <C>         <C>        <C>
 PW Independent Living Mortgage Fund, Inc.        16.28%      16.28%     16.28%
 PW Independent Living Mortgage Fund, Inc. II     11.21%      11.21%     11.21%
 PW Retail Property Investments, Inc.             21.64%      21.64%     21.64%
 T.Rowe Price Renaissance Fund, Ltd.               4.55%       4.55%      4.55%
 CPA(R):10                                        15.58%      15.58%     15.58%
 CPA(R):11                                        30.74%      30.74%     30.74%

</TABLE>
<PAGE>
Certain Transactions

     William P. Carey, the Company's Chief Executive Officer, is a member of the
Company's Board of Directors.  During 1996, the Advisor, a Pennsylvania  limited
partnership whose general partner is Carey Fiduciary Advisors,  Inc. ("CFA") and
whose limited  partners are William P. Carey and Francis J. Carey,  was retained
by the Company to provide  advisory  services in connection with identifying and
analyzing  prospective  property  investments  as well as  providing  day-to-day
management services to the Company. All of the outstanding stock of CFA is owned
by William P. Carey.  For the services it provides to the  Company,  the Advisor
earns an Asset  Management Fee and a Performance  Fee, each equal to one-twelfth
of .5% of the Average  Invested  Assets of the Company for the preceding  month,
payable  monthly and  quarterly  respectively.  In addition,  the payment of the
Performance  Fee is subordinated to specified  returns to  Shareholders.  During
1996 the Asset  Management  and  Performance  Fees  earned by the  Advisor  were
$631,051 and $631,051  respectively.  In connection  with property  acquisitions
during 1996,  the Advisor will be paid the  Performance  Fee at a future time if
certain performance criteria are satisfied.

     In connection with services provided to the Company or the Advisor relating
to property  acquisitions or other  investments made by the Company in 1996, the
Company paid affiliates of the Advisor $2,312,313 in fees during 1996.  Pursuant
to its  services  rendered  in 1996,  the  Advisor is also  entitled  to receive
Subordinated Acquisition Fees of $1,836,458 over an eight year period if certain
performance  criteria are satisfied.  The total purchase price of the properties
acquired by the Company,  including all fees relating to such acquisitions,  did
not exceed the appraised value of the properties.

Shareholder Proposals

     Any proposal  which a Shareholder  intends to present at the Company's 1998
Annual  Meeting of  Shareholders  must be  received by the Company no later than
December 15, 1997 in order to be included in the Company's  Proxy  Statement and
form of proxy relating to that meeting.

Independent Public Accountants

     The Company from its inception has engaged the firm of Coopers & Lybrand as
its  independent  public  accountants,  and the Board of Directors  has selected
Coopers & Lybrand as auditors of 1997.

     A  representative  of  Coopers  & Lybrand  will be  present  at the  Annual
Meeting,  will be given the opportunity to make any statement he desires to make
and will be available to respond to questions.

Other Matters

     Management  does not know of other  matters  which are likely to be brought
before the meeting.  However,  in the event that any other matters properly come
before the Annual Meeting,  the persons named in the enclosed proxy are expected
to vote the Shares  represented by such proxy on such matters in accordance with
their best judgment.

     The cost of preparing,  assembling  and mailing this Proxy  Statement,  the
Notice of Meeting and the enclosed proxy is to be borne by the Company.
<PAGE>
     In addition  to the  solicitation  of proxies by the use of the mails,  the
Company may utilize some of the officers and  employees of the Advisor (who will
receive no  compensation  in  addition  to their  regular  salaries)  to solicit
proxies  personally and by telephone.  The Company does not currently  intend to
retain a solicitation firm to assist in the distribution of proxy statements and
the solicitation of proxies,  but if sufficient  proxies are not returned to the
Company it may retain an outside firm to assist in proxy  solicitation for a fee
estimated  not to exceed  $7,500  plus out of pocket  expenses.  The Company may
request banks, brokers and other custodians, nominees and fiduciaries to forward
copies of the Proxy Statement to their  principals and to request  authority for
the execution of proxies,  and will reimburse such persons for their expenses in
so doing.

                                                       By order of the Board of
                                                       Directors






                                                       /s/Wm. Polk Carey
                                                       -----------------
                                                       Wm. Polk Carey
                                                       Chairman of the Board and
                                                       Chief Executive Officer

April 29, 1997
<PAGE>
                                REVOCABLE PROXY
                  CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED

        [ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE

                    Proxy for Annual Meeting of Shareholders
                                  June 10, 1997

                      THIS PROXY IS SOLICITED ON BEHALF OF
                             THE BOARD OF DIRECTORS

The  undersigned  shareholder of Corporate  Property  Associates 12 Incorporated
appoints H. Augustus Carey, John J. Park and Claude Fernandez, and each of them,
with full power of substitution,  as proxy to vote all shares of the undersigned
in Corporated  Property  Associates  12  Incorporated  at the Annual  Meeting of
Shareholders  to be held on June 10, 1997 and at any adjournment  thereof,  with
like effect and as if the undersigned were personally  present and voting,  upon
the following matters:

1. Election of Directors for the One-Year Term Expiring in 1997


   William P. Carey          Barclay G. Jones III
   Ralph G. Coburn           William Ruder
   George Stoddard           Charles C. Townsend, Jr.       Warren G. Wintrub

   [   ] FOR                 [   ] WITHHOLD                [   ] FOR ALL EXCEPT

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
- -------------------------------------------------------------------------------


2. Such other matters as may properly come before the meeting at the  discretion
of the proxy holders.

   [   ] FOR                 [   ] AGAINST                 [   ] ABSTAIN


PROXIES WILL BE VOTED AS DIRECTED OR SPECIFIED. IF NO CHOICE IS SPECIFIED,  THIS
PROXY WILL BE VOTED (1) FOR THE NOMINATED DIRECTORS,  AND (2) FOR OR AGAINST ANY
OTHER  MATTERS THAT  PROPERLY  COME BEFORE THE MEETING AT THE  DISCRETION OF THE
PROXY HOLDER.

SIGNATURE(S)  MUST  CORRESPOND  EXACTLY WITH NAME(S) AS IMPRINTED  HEREON.  When
signing in a representative  capacity,  please give title.  When shares are held
jointly, only one holder need sign.

          Please be sure to sign and date this Proxy in the box below. 
                       

                   _________________________________________
                                      Date
 
                   _________________________________________
                             Stockholder sign above
 
                   _________________________________________
                         Co-holder (if any) sign above
<PAGE>
                                        



   Detach above card, sign, date and mail in postage paid envelope provided.

                  CORPORATE PROPERTY ASSOCIATES 12 INCORPORATED

                               PLEASE ACT PROMPTLY
                     SIGN, DATE & MAIL YOUR PROXY CARD TODAY


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