8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) September 30, 2005

Lexington Corporate Properties Trust

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-12386	13-3717318
(Commission File Number)	(IRS Employer Identification No.)

One Penn Plaza, Suite 4015
New York, New York	10119-4015
(Address of Principal Executive Offices)	(Zip Code)

(212) 692-7200

(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))

Item 1.01 Entry into a Material Definitive Agreement

Amendment to Lexington Strategic Asset Corp. 2005 Equity Incentive Compensation Plan

As previously disclosed in the Current Report on Form 8-K (the “September 13th 8-K”) filed September 13, 2005 by Lexington Corporate Properties Trust (the “Trust”), the Trust has formed two new subsidiaries, Lexington Strategic Asset Corp. (“LSAC”) and LXP Advisory LLC (“Advisor”). On September 30, 2005, the sole member of the Board of Directors of LSAC adopted an amendment (the “Amendment”) to the Lexington Strategic Asset Corp. 2005 Equity Incentive Compensation Plan (the “LSAC Equity Plan”). The stockholders of LSAC approved the adoption of the Amendment on September 30, 2005. The Amendment provides that new awards under the LSAC Equity Plan shall not be permitted to the extent they relate to a number of shares of common stock, par value $0.0001 per share, of LSAC (the “LSAC Common Stock”) that would exceed 3.5% of the outstanding shares of LSAC Common Stock less the sum of the number of Shares subject to outstanding awards under the LSAC Equity Plan and those issued pursuant to the exercise of awards previously granted under the LSAC Equity Plan. In addition, the Amendment provides that other than the awards described below, no additional shares of LSAC Common Stock may be subject to awards under the LSAC Equity Plan until the completion of LSAC’s next equity offering, other than shares pursuant to awards granted to independent directors of LSAC.

The description of certain material terms of the Amendment set forth above is qualified in its entirety by reference to specific provisions in the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1.

Rescission of Restricted Share Awards Under the LSAC Equity Plan

As previously disclosed in the September 13th 8-K, LSAC granted awards (the “Awards”) under the LSAC Equity Plan in the aggregate amount of 308,000 shares of restricted LSAC Common Stock to certain executive officers of LSAC, who are also executive officers of the Trust (the “Executives”), at a purchase price of $0.50 per share.

On September 30, 2005, LSAC and each of the Executives entered into rescission of restricted share award agreements (the “Rescission Agreements”). Pursuant to the Recession Agreements, LSAC and each Executive agreed to rescind a portion of the Awards equaling 114,400 shares of restricted LSAC Common Stock in the aggregate (the “Rescission”).

Following the Rescission, the Executives held the following shares of restricted LSAC Common Shares:

Executive Officers	Number of Restricted Shares
E. Robert Roskind	44,000
T. Wilson Eglin	44,000
Richard J. Rouse	39,600
Patrick Carroll	33,000
John B. Vander Zwaag	33,000

A copy of a form of Rescission of Restricted Share Award Agreement is attached hereto as Exhibit 10.2.

Item 9.01. Financial Statements and Exhibits

(a)	Not applicable
(b)	Not applicable
(c)	Exhibits

10.1	Amendment to Lexington Strategic Asset Corp. 2005 Equity Incentive Compensation Plan
10.2	Form of Rescission of Restricted Share Award Agreement

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.

Lexington Corporate Properties Trust

Date: October 6, 2005	By:  /s/ T. Wilson Eglin
		T. Wilson Eglin
		Chief Executive Officer

Exhibit Index

Exhibit Number	Description
10.1	Amendment to Lexington Strategic Asset Corp. 2005 Equity Incentive Compensation Plan
10.2	Form of Rescission of Restricted Share Award Agreement

EX-10

Exhibit 10.1

LEXINGTON STRATEGIC ASSET CORP.

___________

Amendment to 2005 Equity Incentive Compensation Plan

___________

WHEREAS, Lexington Strategic Asset Corp. (the “Company”) maintains the Lexington Strategic Asset Corp. 2005 Equity Incentive Compensation Plan (the “Plan”);

WHEREAS, Section 20 of the Plan authorizes the Company’s Board of Directors to amend the Plan.

NOWTHEREFORE, BE IT RESOLVED,that, effective immediately, Section 3 of the Plan is hereby amended by deleting it in its entirety and replacing it with:

3. Shares Subject to the Plan

Subject to the provisions of Section 16 of the Plan, the maximum number of Shares that the Company may issue for all Awards is 720,000 Shares, and provided, however, that, after October 6, 2005, new Awards shall not occur to the extent they relate to a number of Shares that would exceed 3.5% of outstanding Shares less the sum of the number of Shares subject to outstanding Awards and those issued pursuant to awards that are no longer outstanding.Notwithstanding the foregoing, the Company will not award additional shares until the completion of its next equity offering following October 6, 2005, other than shares awarded to independent directors. For all Awards, the Shares issued pursuant to the Plan may be authorized but unissued Shares, or Shares that the Company has reacquired or otherwise holds in treasury.

Shares that are subject to an Award that for any reason expires, is forfeited, is cancelled, or becomes unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under the Plan. In addition, the Committee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award either (i) as payment of the exercise price of an Award, or (ii) in order to satisfy the withholding or employment taxes due upon the grant, exercise, vesting, or distribution of an Award. Notwithstanding the foregoing, but subject to adjustments pursuant to Section 16 below and to the extent required under applicable tax laws, the number of Shares that are available for ISO Awards shall equal the number of Shares designated in the preceding paragraph reduced by the number of Shares issued pursuant to Awards, provided that any Shares that are either purchased under the Plan and forfeited back to the Plan or surrendered in payment of the exercise price for an Award shall be available for issuance pursuant to ISO Awards.

Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Plan, other than as stated above.

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Employer, hereby adopts and executes this Amendment to the Plan, this 30th day of September, 2005.

Lexington Strategic Asset Corp.

By __/s/ T. Wilson Eglin___________________

Title __Chief Executive Officer______________

EX-10

Exhibit 10.2

RESCISSION OF RESTICTED SHARE AWARD AGREEMENT

THIS RESCISSION OF RESTRICTED SHARE AWARD AGREEMENT (this “Rescission Agreement”) is entered into and effective this day of , 200 , by and between Lexington Strategic Asset Corp., a Delaware corporation (“LSAC”), and , an individual residing at (the “Executive”). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Award Agreement (as defined below).

WHEREAS, LSAC and the Executive entered into that certain Restricted Share Award Agreement, effective , 200 , by and between LSAC and the Executive (the “Award Agreement”), pursuant to the LSAC 2005 Equity Incentive Compensation Plan (the “Plan”), whereby LSAC sold to the Executive, and the Executive purchased from LSAC, certain restricted shares of common stock of LSAC (“Shares”) at a purchase price of $ per share;

WHEREAS, LSAC and the Executive desire to rescind the Award Agreement, but only to the extent of the number of Shares which the parties agree shall be rescinded hereunder;

WHEREAS, LSAC shall return so much of the purchase price as is described herein as relates to the number of Shares which the Executive hereby agrees to return to LSAC;

WHEREAS, the Executive shall return such Shares pursuant to the terms and conditions hereof; and

WHEREAS, LSAC shall have no further obligations to sell any additional Shares to the Executive as provided for by the Award Agreement;

NOW THEREFORE, the parties hereby agree as follows:

1.LSAC and the Executive hereby rescind the Award Agreement, but only to the extent it relates to the rights and obligations with respect to the sale by LSAC and the purchase by the Executive of Shares (the “Rescinded Shares”).

2.LSAC hereby agrees to return, transfer, convey and set over to the Executive an amount equal to $ (the “Refunded Amount”), which is calculated as the purchase price of such Rescinded Shares ($ per share) multiplied by the number of Rescinded Shares. The Executive hereby agrees to return, transfer, convey and set over to LSAC all right, title and interest in and to the Rescinded Shares and any stock certificates which relate thereto.

3.The parties hereby agree that the Award Agreement is canceled to the extent of the rights and obligations of the Rescinded Shares and the Refunded Amount and shall be treated by LSAC and the Executive as not having been in effect.

4.LSAC and the Executive hereby acknowledge and agree that the return of the Rescinded Shares and the Refunded Amount and the cancellation of the Award Agreement to the extent of the foregoing shall return LSAC and the Executive to their relative positions had the Award Agreement, to the extent of the foregoing, never been effective.

5. The Executive hereby represents and warrants that:

(a) The Executive has not sold, assigned, endorsed, hypothecated, pledged, deposited, or otherwise transferred any of the Rescinded Shares granted to him under the Award Agreement nor has it signed any power of attorney or other document authorizing any other person or persons to do so on his behalf and no other person, entity, or corporation has any ownership interest, right, title or claim in law or equity in the Rescinded Shares granted to the Executive under the Award Agreement.

(b) There are no outstanding liens, security interests, encumbrances, or the like on the Rescinded Shares granted to the Executive under the Award Agreement.

(c) There are no attachments or executions levied on the Rescinded Shares granted to the Executive under the Award Agreement and no bankruptcy, insolvency, receivership, or sequestration proceedings are pending against the Executive. No application has been made to the appointment of a committee or guardian for any of the Executive’s property.

6.Each of the parties hereby agrees to execute, acknowledge and deliver all such instruments and take all such action as shall reasonably be required to effectuate the purposes of this Rescission Agreement and to carry out terms hereof and to ensure that LSAC and the Executive are returned to their relative positions as if the Award Agreement (to the extent of the Rescinded Shares and the Refunded Amount) had never been entered into.

7.This Rescission Agreement constitutes the entire agreement among the parties with regard to the subject hereof and supersedes any and all prior negotiations, correspondence, understandings and agreements among the parties respecting the subject matter hereof.

8.The Executive hereby agrees to indemnify, defend and save and keep harmless LSAC and its respective successors and assigns, of, from and against all costs, losses and liability which may arise from any of the foregoing not being true and correct.

9.This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to the principles of the conflict of laws thereunder.

10.This Rescission Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures appear on the next page]

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IN WITNESS WHEREOF, the parties hereto have executed this Rescission Agreement as of the date first above written.

LEXINGTON STRATEGIC ASSET CORP.

By:

Name:

Title:

EXECUTIVE:

Name:

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