8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 8-K/A


                             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 25, 2004
                                                         ---------------

                              W. P. Carey & Co. LLC
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

       001-13779                                         13-3912578
- --------------------------------------------------------------------------------
(Commission File Number)                       (IRS Employer Identification No.)


  50 Rockefeller Plaza, New York, NY                                    10020
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                              (Zip Code)

                                  212-492-1100
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              (Registrant's Telephone Number, Including Area Code)


- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





Digi Reports Fiscal 2003 Third Quarter Results - Page 2


                            Section 8 - Other Events

Item 8.01.  Other Events

On August 25, 2004, the Registrant announced that the shareholders of two of its
managed REITS, Carey Institutional Properties Incorporated ("CIP(R)") and
Corporate Property Associates 15 Incorporated ("CPA:15(R)")approved the merger
of the two companies, whereby CPA:15 acquired CIP. The press release as issued
contained an error, stating that the number of shares issued to CIP shareholders
by CPA:15 was 16.3 million, when the correct number of shares should have been
approximately 17.7 million shares. Attached hereto and incorporated herein by
reference as Exhibit 99.1 is the corrected press release regarding the
shareholder action, which was released later on August 25, 2004.

                  Section 9 - Financial Statements and Exhibits

Item 9.01.   Financial Statements and Exhibits

(c) Exhibits

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit Index
- -------------

Exhibit No.                            Exhibit
- -----------                            -------
 99.1                               Press Release





Digi Reports Fiscal 2003 Third Quarter Results - Page 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 hereunto duly authorized.


                              W. P. CAREY & CO. LLC



                                By:/s/  Gordon F. DuGan
                                   --------------------
                                   Gordon F. DuGan, Co-Chief Executive Officer


Date:  August 25, 2004

EX-99.1

Digi Reports Fiscal 2003 Third Quarter Results - Page 4


                                                                    Exhibit 99.1
                              FOR IMMEDIATE RELEASE

    MEDIA CONTACT:                              INVESTOR CONTACT:
    Curt Ritter - 212-492-8989                  Susan Hyde - 212-492-1151
    critter@wpcarey.com                         shyde@wpcarey.com
    Media Kit: www.wpcarey.com/MediaKit         IR Kit: www.wpcarey.com/IRKit


              W. P CAREY & CO. ANNOUNCES THAT SHAREHOLDERS APPROVE

                        MERGER OF INCOME GENERATING REITS

   Transaction Provides CIP(R) Investors Liquidity and a 139% Return on Their
                               Initial Investment

     Represents Eleventh Successful Liquidation of an Affiliated CPA(R) Fund

              Ninety-eight Percent of Voting Shares Approve Merger

     NEW YORK, NY - August 25, 2004 - Investment firm W. P. Carey & Co. LLC
(NYSE: WPC) announced today that shareholders of Carey Institutional Properties
(CIP(R)) and Corporate Property Associates 15 (CPA(R):15), members of the W. P.
Carey Group of companies, each approved the merger of the two companies.
CPA(R):15 will be the surviving company and will retain its existing board of
directors and officers. The merger is expected to close on September 1, 2004.

     The merger represents the eleventh successful liquidation of a W. P. Carey
fund since 1998. Under the terms of the merger, CIP(R) shareholders received a
special cash distribution of $3.00 per share and, in addition, the choice of
either another $10.90 in cash or 1.09 shares of CPA(R):15. Fifty-four percent of
CIP(R) shareholders elected the cash option, while 46% chose to remain a part of
the CPA(R) family and elected to receive shares of CPA(R):15. Excluding
reinvested dividends, shareholders experienced a 139% return on their initial
investment.

     Immediately prior to the merger, W. P. Carey & Co. LLC, the manager and
advisor to the CPA(R) series of funds, will acquire 17 properties from CIP(R)
for approximately $142 million, which includes the assumption of debt. These
properties, totaling 2.4 million square feet, consist of office, industrial,
retail and warehouse facilities located in nine states. The lease terms of the
properties to be acquired by W. P. Carey & Co. LLC expire before May 2011.





Digi Reports Fiscal 2003 Third Quarter Results - Page 5

     Upon completion of the merger, CPA(R):15 will issue approximately 17.7
million shares of CPA(R):15 common stock and approximately $137.9 million in
cash resulting in an investment of $575 million (including assumption of debt)
to acquire 83 properties located in 28 states, totaling 7.9 million square feet.
These properties have lease terms that average 12 years. The price paid for
CIP(R)'s properties was based on the appraisal done by an independent third
party appraiser.

     Ninety-eight percent of the voting shares voted to approve the merger of
CIP(R) and CPA(R):15. This overwhelming shareholder approval is consistent with
previous merger/liquidation events involving affiliates of W. P. Carey. In 2002,
when CPA(R):10 merged with CIP(R), over 96% of voting shareholders voted in
favor of the merger. In 1997, more than 97% of voting shareholders in the first
nine CPA(R) funds (CPA(R):1 - 9) voted in favor of a merger into Carey
Diversified LLC with 98% electing to receive listed shares in lieu of cash.

     "We are very pleased to have been able to offer a transaction that was so
overwhelmingly endorsed by the shareholders of both CIP(R) and CPA(R):15," said
Gordon F. DuGan, President of W. P. Carey & Co. LLC. "Our track record of
providing investors of our affiliated REITs with rising income and liquidity of
their investment is unmatched. Eleven of our funds have now gone full-cycle to
liquidity and have provided shareholders an average annual return of twelve
percent. Individual and institutional investors benefited greatly from the
conclusion of CIP(R)'s program, ninety-eight percent of voting shares voted in
favor of the merger, while forty-six percent chose to maintain their affiliation
with W. P. Carey and elected shares of CPA(R):15. We believe this response is an
accurate representation of the high level of satisfaction among our CPA(R)
investors with the CPA(R) family of funds."

     Edward V. LaPuma, President of CIP(R), commented, "We promised our
investors liquidity on their investment and we delivered. Over the course of
their investment period CIP(R) shareholders received annual dividends averaging
8.15 percent, and now `at maturity' they are receiving one hundred and
thirty-nine percent of their original investment. CIP(R) outperformed the NCREIF
Property Index by 450 basis points per year over the past 12 years and provided
an average annual total return of 11.3%, including dividends received, and
capital appreciation."





Digi Reports Fiscal 2003 Third Quarter Results - Page 6


     Anne R. Coolidge, President of CPA(R):15, said, "This merger will provide
our investors with a more diversified portfolio, a stronger balance sheet and an
increase in future distributions paid by CPA(R):15. We believe the fact that
forty-six percent of CIP(R) investors chose shares of CPA(R):15, instead of an
all cash payout, reflects the strength and interest in our income generating
investment. I want to welcome these investors to the family as we look to meet
their investment expectations."

     Founded in 1973, W. P. Carey & Co. is a leading global investment firm that
has long served as one of the preeminent providers of sale-leaseback financing
to corporations and private equity firms in the United States and Europe. It
owns a portfolio of net-leased real estate assets and provides asset management
services to the Corporate Property Associates (CPA(R)) series of income
generating, publicly held non-traded real estate investment trusts (REITs). The
Company currently owns and/or manages more than 700 commercial and industrial
properties worldwide, representing 95 million square feet, valued at
approximately $7 billion.

     This press release contains forward-looking statements within the meaning
of the Federal securities laws. A number of factors could cause the company's
actual results, performance or achievement to differ materially from those
anticipated. Among those risks, trends and uncertainties are the general
economic climate; the supply of and demand for commercial properties; interest
rate levels; the availability of financing; and other risks associated with the
acquisition and ownership of properties, including risks that the tenants will
not pay rent, or that costs may be greater than anticipated. For further
information on factors that could impact the company, reference is made to the
company's filings with the Securities and Exchange Commission.

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