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):
January 28, 1997 (December 16, 1996)


                                CP FUNDING CORP.
                            (A Delaware Corporation)
             (Exact name of registrant as specified in its Charter)

Delaware                                 33-83762                 13-3777023
-------------------------------          ----------               --------------
(State or other jurisdiction of          Commission               (I.R.S.
incorporation or organization)           File No.                 Employer
                                                                  Identification
                                                                  No.)


                               CHELSEA PIERS L.P.
                        (A New York Limited Partnership)
                  (Exact name of registrant as specified in its
                Certificate and Agreement of Limited Partnership)


New York                                 33-83762                 13-3668842
-------------------------------          ----------               --------------
(State or other jurisdiction of          Commission               (I.R.S.
incorporation or organization)           File No.                 Employer
                                                                  Identification
                                                                  No.)
                                                                  
                                                   
Chelsea Piers, Pier 62 - Suite 300
New York, New York                                                    10011
----------------------------------------                              ----------
(Address of Principal Executive Offices)                              (Zip Code)


Registrant's telephone number, including area code (212) 336-6700




                                       1
<PAGE>



Item 5    Other Events.
-----------------------

     Chelsea Piers L.P.  ("Chelsea  Piers")  executed (i) a promissory note (the
"Capital Expenditures  Promissory Note"), in favor of Roland W. Betts and Tom A.
Bernstein  (collectively,  the "Holder"),  dated as of December 16, 1996, in the
principal  amount of  $1,951,623.17;  and (ii) a promissory note (the "Equipment
Financing   Promissory  Note";  and  together  with  the  Capital   Expenditures
Promissory  Note,  the  "Promissory  Notes"),  in favor of  Holder,  dated as of
December 16, 1996, in the principal amount of $1,590,201.83. Roland W. Betts and
Tom A.  Bernstein are principals of Chelsea Piers  Management  Inc., the general
partner of Chelsea Piers.  As used herein the term  "Indentures"  shall mean the
(i) the Indenture,  dated as of June 27, 1994,  relating to the 12.5% A Discount
First Mortgage Notes Due 2004 and (ii) the Indenture, dated as of June 27, 1994,
relating to the 11% B Discount First Mortgage Notes Due 2009.

     As  permitted  by the terms of the  Indentures,  the  Capital  Expenditures
Promissory  Note  represents  an amount  loaned to  Chelsea  Piers in respect of
certain capital expenditures  undertaken by Chelsea Piers. Pursuant to the terms
of the  Indentures,  to secure the  obligations of Chelsea Piers to Holder under
the Capital  Expenditures  Promissory  Note,  Chelsea Piers has granted a second
priority lien and security  interest in certain  non-real  estate  collateral of
Chelsea Piers,  subject and subordinate in all respects to the security interest
granted to the  Trustee  under the  Collateral  Documents  (as each such term is
defined in the Indentures).

     As  permitted  by the  terms of the  Indentures,  the  Equipment  Financing
Promissory Note represents an amount loaned to Chelsea Piers to finance the cost
of  equipment   described  on  a  schedule  attached  to  such  promissory  note
("Equipment"), acquired by Chelsea Piers within the twelve month period prior to
December  16,  1996.  Pursuant  to the terms of the  Indentures,  to secure  the
obligations of Chelsea Piers to Holder under the Equipment Financing  Promissory
Note,  Chelsea Piers has granted a first priority lien and security  interest in
all rights, title and interest of Chelsea Piers in and to the Equipment, subject
and subordinate in all respects to the security  interest granted to the Trustee
under the Collateral Documents (as each such term is defined in the Indentures).

     Chelsea Piers may prepay the principal  amount of each Promissory  Note, in
whole or part, at any time without penalty.

     Each Promissory  Note matures on the fifth  anniversary of the date of such
promissory note (the "Maturity  Date") and each Promissory Note accrues interest




                                       2
<PAGE>




at a rate per annum equal to 12.5%,  compounded quarterly ("Interest Rate"). All
accrued and unpaid interest will be due and payable  commencing on April 1, 1997
and on each January 1, April 1, July 1 and October 1  thereafter.  Chelsea Piers
has  the  right  under  each  Promissory  Note to  defer  its  interest  payment
obligations  for any calendar  quarter until the Maturity Date without  penalty;
provided  that  interest  on such  Promissory  Note  continues  to accrue at the
Interest  Rate.  Pursuant  to the terms of the Capital  Expenditures  Promissory
Note,  Chelsea Piers will not be required to make a principal payment in respect
of such  promissory  note in an amount in excess of two  million  dollars in any
calendar year if at the time of such payment the Indentures remain in full force
and effect.

     The  terms of each  Promissory  Note  require  that they be  construed  and
applied so as to be consistent  with,  and not to result in a default by Chelsea
Piers under, the terms and conditions of the Indentures.





                                       3
<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.


                                    CP FUNDING CORP.



                                    By:     /s/ Tom A. Bernstein
                                        ----------------------------------------
                                            Tom A. Bernstein, President


                              CHELSEA PIERS, L.P.,
                                    a New York limited partnership

                                    By:     Chelsea Piers Management, Inc.,
                                            Managing General Partner



                                    By:     /s/ Tom A. Bernstein
                                        ----------------------------------------
                                            Tom A. Bernstein, President


Date:  January 28, 1997





                                       4
<PAGE>
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{"company-data": {"conformed-name": "CHELSEA PIERS LP", "cik": "0000929702", "assigned-sic": "7990", "irs-number": "133668842", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-83762-01", "film-number": "97512433"}, "business-address": {"street1": "936 BROADWAY", "street2": "C/O CHELSEA PIERS MANAGEMENT INC", "city": "NEW YORK", "state": "NY", "zip": "10010", "phone": "2129957660"}, "mail-address": {"street1": "936 BROADWAY", "city": "NEW YORK", "state": "NY", "zip": "10010"}}
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):
January 28, 1997 (December 16, 1996)

                                CP FUNDING CORP.
                            (A Delaware Corporation)
             (Exact name of registrant as specified in its Charter)

Delaware                                 33-83762                 13-3777023
-------------------------------          ----------               --------------
(State or other jurisdiction of          Commission               (I.R.S.
incorporation or organization)           File No.                 Employer
                                                                  Identification
                                                                  No.)

                               CHELSEA PIERS L.P.
                        (A New York Limited Partnership)
                  (Exact name of registrant as specified in its
                Certificate and Agreement of Limited Partnership)

New York                                 33-83762                 13-3668842
-------------------------------          ----------               --------------
(State or other jurisdiction of          Commission               (I.R.S.
incorporation or organization)           File No.                 Employer
                                                                  Identification
                                                                  No.)
                                                                  
                                                   
Chelsea Piers, Pier 62 - Suite 300
New York, New York                                                    10011
----------------------------------------                              ----------
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code (212) 336-6700

                                       1
Item 5    Other Events.
-----------------------

     Chelsea Piers L.P.  ("Chelsea  Piers")  executed (i) a promissory note (the
"Capital Expenditures  Promissory Note"), in favor of Roland W. Betts and Tom A.
Bernstein  (collectively,  the "Holder"),  dated as of December 16, 1996, in the
principal  amount of  $1,951,623.17;  and (ii) a promissory note (the "Equipment
Financing   Promissory  Note";  and  together  with  the  Capital   Expenditures
Promissory  Note,  the  "Promissory  Notes"),  in favor of  Holder,  dated as of
December 16, 1996, in the principal amount of $1,590,201.83. Roland W. Betts and
Tom A.  Bernstein are principals of Chelsea Piers  Management  Inc., the general
partner of Chelsea Piers.  As used herein the term  "Indentures"  shall mean the
(i) the Indenture,  dated as of June 27, 1994,  relating to the 12.5% A Discount
First Mortgage Notes Due 2004 and (ii) the Indenture, dated as of June 27, 1994,
relating to the 11% B Discount First Mortgage Notes Due 2009.

     As  permitted  by the terms of the  Indentures,  the  Capital  Expenditures
Promissory  Note  represents  an amount  loaned to  Chelsea  Piers in respect of
certain capital expenditures  undertaken by Chelsea Piers. Pursuant to the terms
of the  Indentures,  to secure the  obligations of Chelsea Piers to Holder under
the Capital  Expenditures  Promissory  Note,  Chelsea Piers has granted a second
priority lien and security  interest in certain  non-real  estate  collateral of
Chelsea Piers,  subject and subordinate in all respects to the security interest
granted to the  Trustee  under the  Collateral  Documents  (as each such term is
defined in the Indentures).

     As  permitted  by the  terms of the  Indentures,  the  Equipment  Financing
Promissory Note represents an amount loaned to Chelsea Piers to finance the cost
of  equipment   described  on  a  schedule  attached  to  such  promissory  note
("Equipment"), acquired by Chelsea Piers within the twelve month period prior to
December  16,  1996.  Pursuant  to the terms of the  Indentures,  to secure  the
obligations of Chelsea Piers to Holder under the Equipment Financing  Promissory
Note,  Chelsea Piers has granted a first priority lien and security  interest in
all rights, title and interest of Chelsea Piers in and to the Equipment, subject
and subordinate in all respects to the security  interest granted to the Trustee
under the Collateral Documents (as each such term is defined in the Indentures).

     Chelsea Piers may prepay the principal  amount of each Promissory  Note, in
whole or part, at any time without penalty.

     Each Promissory  Note matures on the fifth  anniversary of the date of such
promissory note (the "Maturity  Date") and each Promissory Note accrues interest

                                       2
at a rate per annum equal to 12.5%,  compounded quarterly ("Interest Rate"). All
accrued and unpaid interest will be due and payable  commencing on April 1, 1997
and on each January 1, April 1, July 1 and October 1  thereafter.  Chelsea Piers
has  the  right  under  each  Promissory  Note to  defer  its  interest  payment
obligations  for any calendar  quarter until the Maturity Date without  penalty;
provided  that  interest  on such  Promissory  Note  continues  to accrue at the
Interest  Rate.  Pursuant  to the terms of the Capital  Expenditures  Promissory
Note,  Chelsea Piers will not be required to make a principal payment in respect
of such  promissory  note in an amount in excess of two  million  dollars in any
calendar year if at the time of such payment the Indentures remain in full force
and effect.

     The  terms of each  Promissory  Note  require  that they be  construed  and
applied so as to be consistent  with,  and not to result in a default by Chelsea
Piers under, the terms and conditions of the Indentures.

                                       3
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.

                                    CP FUNDING CORP.

                                    By:     /s/ Tom A. Bernstein
                                        ----------------------------------------
                                            Tom A. Bernstein, President

                              CHELSEA PIERS, L.P.,
                                    a New York limited partnership

                                    By:     Chelsea Piers Management, Inc.,
                                            Managing General Partner

                                    By:     /s/ Tom A. Bernstein
                                        ----------------------------------------
                                            Tom A. Bernstein, President

Date:  January 28, 1997

                                       4