UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB


      (Mark One)

         |X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

                        For the quarterly period ended March 31, 2002


         |_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                              SECURITIES EXCHANGE ACT OF 1934

                        For the transition period ended __________to____________


                        Commission file number 333-55753



                         Baron Capital Properties, L.P.

        (Exact name of small business issuer as specified in its charter)



            Delaware                                     31-1584691

   (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                    Identification No.)

               3570 U.S. Highway 98 North, Lakeland, Florida 33809

                    (Address of principal executive offices)

                                 (863) 853-2882
                           (Issuer's telephone number)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

         Yes  |X|    No |_|

As of the date of this Report, the Registrant has outstanding 4,059,217 units of
limited partnership interest ("Operating Partnership Units" or "Units").

<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1. Financial Statements

      See following pages.


                                       2
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                      CONSOLIDATED CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                              March 31,     December 31,
                                                                                2002            2001
                                                                            ------------    ------------
                                                                             (Unaudited)
<S>                                                                         <C>             <C>
                                       ASSETS
Rental Apartments:
   Land                                                                     $  4,986,900    $  4,986,900
   Rental property held for sale                                               3,144,766       3,171,564
   Depreciable property                                                       23,968,683      23,968,683
                                                                            ------------    ------------
                                                                              32,100,349      32,127,147
   Less accumulated depreciation                                               3,465,427       3,228,396
                                                                            ------------    ------------
                                                                              28,634,922      28,898,751

Cash and Cash Equivalents                                                      1,050,253       1,426,375
Restricted Cash                                                                  471,884         330,279
Receivables from Affiliates                                                    6,467,153       6,430,940
Other Property and Equipment                                                     102,840         106,321
Other Assets                                                                     745,302         875,673
                                                                            ------------    ------------
                                                                            $ 37,472,354    $ 38,068,339
                                                                            ============    ============

                         LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
   Mortgages payable                                                        $ 23,067,380    $ 23,161,025
   Accounts payable and accrued liabilities                                      532,205         948,224
   Notes payable                                                               1,881,490       1,852,136
   Payables to affiliates                                                      1,175,822       1,173,240
   Security deposits                                                             232,736         221,911
                                                                            ------------    ------------
         Total liabilities                                                    26,889,633      27,356,536
                                                                            ------------    ------------

Partners' Capital:
   General partner; issued and outstanding, 39,488 partnership units             (68,539)        (67,248)
   Limited partners; issued and outstanding, 4,059,217 partnership units,
      of which 757,746 units are subject to escrow restrictions               10,651,260      10,779,051
                                                                            ------------    ------------
         Total partners' capital                                              10,582,721      10,711,803
                                                                            ------------    ------------
                                                                            $ 37,472,354    $ 38,068,339
                                                                            ============    ============
</TABLE>

           See notes to consolidated condensed financial statements.


                                      F-1
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)


                                                           Quarter Ended
                                                             March 31,
                                                       2002            2001
                                                   ------------    ------------
Revenues:
   Property rental income                          $  1,362,470    $  1,569,482
   Interest and other income                            399,208         251,866
                                                   ------------    ------------
                                                      1,761,678       1,821,348

Real Estate Expenses:
   Depreciation                                         263,828         299,244
   Amortization of loan costs                            23,409          18,205
   Interest                                             464,107         522,692
   Repairs and maintenance                              224,584         165,380
   Personnel                                            178,843         208,207
   Property taxes                                       114,780         140,977
   Property insurance                                    39,285          30,155
   Utilities                                            103,430         153,459
   Other                                                 99,682          27,291
                                                   ------------    ------------
                                                      1,511,948       1,565,610

Administrative Expenses:
   Personnel, including officer's compensation          124,590         155,290
   Professional services                                 46,570          66,083
   Other                                                242,774         105,972
                                                   ------------    ------------
                                                        413,934         327,345

Loss Before Other Expenses and Extraordinary Item      (164,204)        (71,607)
                                                   ------------    ------------

Other Income (Expenses):
   Recovery of loan losses                               35,122              --
   Mortgage prepayment penalties                             --        (534,075)
   Write-off of loan costs on refinanced loans               --        (148,230)
                                                   ------------    ------------
                                                         35,122        (682,305)

Net Loss                                           $   (129,082)   $   (753,912)
                                                   ============    ============

Net Loss Per Partnership Unit - Basic and Diluted  $      (0.03)   $      (0.20)
                                                   ============    ============

Weighted Average Number of Units Outstanding          4,098,705       3,795,435
                                                   ============    ============

           See notes to consolidated condensed financial statements.


                                      F-2
<PAGE>


                         BARON CAPITAL PROPERTIES, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                       Quarter Ended
                                                                                         March 31,
                                                                                   2002            2001
                                                                               ------------    ------------
<S>                                                                            <C>             <C>
Cash Flows from Operating Activities:
   Net loss                                                                    $   (129,082)   $   (753,912)
   Adjustments to reconcile net loss to net cash and
      cash equivalents used in operating activities:
         Depreciation                                                               263,828         307,743
         Amortization of loan costs                                                  23,409          18,205
         Recovery of loan losses                                                    (35,122)             --
         Write-off of loan costs on refinanced mortgages                                 --         148,230
         Changes in operating assets and liabilities:
            (Increase) decrease in operating assets:
               Other assets                                                         106,962         132,106
            Increase (decrease) in operating liabilities:
               Accounts payable and accrued liabilities                            (416,019)       (401,119)
               Accrued interest on related party debt                                29,354              --
               Security deposits                                                     10,825           5,970
                                                                               ------------    ------------
                  Net cash and cash equivalents used in operating activities       (145,845)       (542,777)
                                                                               ------------    ------------

Cash Flows from Investing Activities:
   Purchases of other property and equipment                                          3,481              --
   Increase in restricted cash                                                     (141,604)        (63,148)
                                                                               ------------    ------------
                  Net cash and cash equivalents used in investing activities       (138,123)        (63,148)
                                                                               ------------    ------------

Cash Flows from Financing Activities:
   Proceeds from mortgage refinancings                                                   --       2,166,237
   Payments on mortgages payable                                                    (93,645)       (107,799)
   Payment on notes payable                                                              --        (396,026)
   Increase in loans payable to affiliates, net                                       1,491        (587,941)
                                                                               ------------    ------------
                  Net cash and cash equivalents (used in) provided
                     by financing activities                                        (92,154)      1,074,471
                                                                               ------------    ------------

Net Increase (Decrease) in Cash and Cash Equivalents                               (376,122)        468,546

Cash and Cash Equivalents, Beginning                                              1,426,375          20,823
                                                                               ------------    ------------

Cash and Cash Equivalents, Ending                                              $  1,050,253    $    489,369
                                                                               ============    ============

Supplemental Disclosure of Cash Flow Information:
   Cash paid for mortgage and other interest                                   $    464,107    $    522,692
                                                                               ============    ============
</TABLE>

           See notes to consolidated condensed financial statements.


                                      F-3
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

            The unaudited consolidated condensed balance sheet as of March 31,
            2002, and the related unaudited consolidated condensed statements of
            operations and cash flows for the three months ended March 31, 2002
            and 2001, and the unaudited consolidated condensed statements of
            partners' capital for the three months ended March 31, 2002 have
            been prepared by the Partnership. In the opinion of management, all
            adjustments (which include reclassifications and normal recurring
            adjustments) necessary to present fairly the financial position,
            results of operations and cash flows at March 31, 2002 and for the
            periods presented, have been made. The results of operations for the
            three months ended March 31, 2002 are not necessarily indicative of
            the operating results for the full year.

            Certain information and footnote disclosures normally included in
            the financial statements prepared in accordance with generally
            accepted accounting principles have been condensed or omitted. It is
            suggested that these consolidated financial statements be read in
            conjunction with the Partnership's financial statements and notes
            thereto included in its December 31, 2001 Annual Report on Form
            10-KSB.

      Organization

            Baron Capital Properties, L.P. (the "Partnership" or the "Operating
            Partnership"), a Delaware limited partnership, is the operating
            partner of Baron Capital Trust (the "Trust"). Together with the
            Trust, the Partnership constitutes a real estate company which has
            been organized to indirectly acquire equity interests in existing
            residential apartment properties located in the United States and to
            provide or acquire debt financing secured by mortgages on such types
            of property. The Partnership with the Trust intends to acquire, own,
            operate, manage and improve residential apartment properties for
            long-term ownership, and thereby seek to maximize current and
            long-term income and the value of its assets.

            The accompanying consolidated financial statements include the
            accounts of the Partnership and 25 controlled limited partnerships
            that at March 31, 2002 had an indirect equity and/or debt interest
            in 27 apartment communities.

            All significant intercompany transactions and balances have been
            eliminated in consolidation.

            Holders of units of limited partnership interest in the Partnership
            ("Units") (other than the Trust) have the right to exchange all or a
            portion of their Units into an equivalent number of Common Shares of
            beneficial interest in the Trust. The Trust, as General Partner of
            the Partnership, is authorized to cause the Partnership to issue
            additional limited partnership interests in the Partnership for any
            purpose of the Partnership at any time to such persons and on such
            terms and conditions as may be determined by the Trust in its sole
            and absolute discretion. Since Units are exchangeable by Unitholders
            into an equivalent number of Common Shares of the Trust, the maximum
            number of Units that may be issued by the Partnership is limited to
            the number of authorized shares of the Trust, which is 25,000,000,
            less shares issued by the Trust directly, excluding Common Shares
            issued in exchanges of Units for Common Shares.


                                      F-4
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      Organization (Continued)

            The Partnership commenced operations on February 3, 1998, at which
            time it received an initial limited partnership capital
            contribution.


NOTE 2. ADOPTION OF ACCOUNTING PRONOUNCEMENTS

            In August 2001, the FASB issued Statement No. 144, "Accounting for
            the Impairment or Disposal of Long-Lived Assets" (SFAS 144), which
            addresses financial accounting and reporting for the impairment or
            disposal of long-lived assets. SFAS 144 supersedes Statement No.
            121, "Accounting for the Impairment of Long-Lived Assets and for
            Long-Lived Assets to Be Disposed Of", and the accounting and
            reporting provisions of APB Opinion No. 30, "Reporting the Results
            of Operations - Reporting the Effects of Disposal of a Segment of a
            Business, and Extraordinary, Unusual and Infrequently Occurring
            Events and Transactions", for the disposal of a segment of a
            business. SFAS 144 retains the requirement in Opinion No. 30 to
            report separately discontinued operations and extends that reporting
            to a component of an entity that either has been disposed of or is
            classified as held for sale. The Partnership adopted the provisions
            of SFAS 144 for the quarter ending March 31, 2002. The adoption of
            SFAS 144 did not have a material effect on the financial position or
            results of operations of the Partnership.

            In July 2001, the FASB issued SFAS No. 141, "Business Combinations",
            and SFAS No. 142, "Goodwill and Other Intangible Assets" which
            replace Accounting Principles Board Opinion Nos. 16, "Business
            Combinations" and 17, "Intangible Assets", respectively. SFAS No.
            141 requires that the purchase method of accounting be used for all
            business combinations initiated after June 30, 2001, and that the
            use of the pooling-of-interests method be prohibited. SFAS No. 142
            changes the accounting for goodwill from an amortization method to
            an impairment-only method. Amortization of goodwill, including
            goodwill recorded in past business combinations, will cease upon
            adoption of SFAS No. 142. The Partnership adopted SFAS 141 and 142
            on January 1, 2002. After December 31, 2001, goodwill can only be
            written down upon impairment discovered during annual tests for fair
            value, or discovered during tests taken when certain triggering
            events occur. The adoption of SFAS 141 and 142 did not have a
            material effect on the financial position or results of operations
            of the Partnership.


NOTE 3. COMMITMENTS AND CONTINGENCIES

      Contracts to Purchase Additional Properties

            In September 1998, the Trust entered into an agreement with three
            real estate development companies (Brentwood at Southgate, Ltd.,
            Burlington Residential, Ltd. and The Shoppes at Burlington, Ltd.) to
            acquire, at the Trust's option, two luxury residential apartment
            properties in the development stage upon the completion of
            construction. The three development companies were previously
            controlled by Gregory K. McGrath, a founder and the former Chief
            Executive


                                      F-5
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



NOTE 3. COMMITMENTS AND CONTINGENCIES (Continued

      Contracts to Purchase Additional Properties (Continued

            Officer of the Trust. In September 2001, Mr. McGrath assigned all of
            the outstanding partnership interests in the three partnerships to
            Sigma Renaissance Corporation, a Michigan corporation controlled by
            Jerome S. Rydell, a member of the Board of Trustees of the Trust.
            One of the residential apartment properties has been sold to a third
            party with the Trust's consent. The remaining residential property
            (the "Burgundy Hills Property"), located in Florence, Kentucky (part
            of the Cincinnati metropolitan area), is scheduled to have a total
            of 396 units, comprised of one, two and three bedroom/one or two
            bathroom apartments. Due to events described below, the anticipated
            date of completion of construction of the Burgundy Hills Property is
            currently uncertain.

            In connection with the transaction, the Trust obtained a right of
            first negotiation to purchase the property from its owner,
            Burlington Residential, Ltd., upon completion and a right of first
            refusal to purchase the property on the same terms offered by a
            third party. The purchase price is expected to be approximately
            $30,000,000. It is contemplated that a significant portion of that
            amount would be covered by first mortgage financing. At the current
            time the Trust does not have adequate resources to close on the
            transaction even if it were interested in doing so and it is
            uncertain whether the Trust will have adequate resources to complete
            the transaction upon completion of construction. In addition, as
            described below, because the owner of the first mortgage on the
            property has assumed control of the management of the Borrower and
            the development of the property, the exercisability of the Trust's
            rights is currently uncertain.

            In connection with the transaction, the Trust (along with Mr.
            McGrath) agreed to co-guarantee long-term first mortgage
            construction financing provided by KeyBank National Association
            ("KeyBank") to Burlington Residential, Ltd. ("Borrower"), the owner
            of the Burgundy Hills Property. As of February 14, 2002,
            approximately $6,478,000 of the first mortgage loan had been drawn
            down. The interest rate on the first mortgage loan is KeyBank's
            prime rate (currently 4.75%) or the LIBOR rate plus 2%. The Trust
            also agreed that, if the Borrower failed to comply with the
            repayment and other obligations under the loan documents, KeyBank
            could require the Trust to buy out the bank's position on the entire
            amount of the loan.

            In September 2000, the Trust received notice from counsel to KeyBank
            that the Borrower had defaulted on its loan for failure to pay
            current interest due and meet certain equity requirements and
            covenants under the loan agreement, adverse changes in the financial
            conditions of the Borrower and the Trust, and the Trust's failure to
            meet certain tangible net worth tests set forth in the loan
            agreements. KeyBank indicated that it was exercising its right to
            accelerate the loan. According to Mr. McGrath, KeyBank agreed to
            forego further action for at least 60 days while the parties
            attempted to reach an arrangement. The extension expired in November
            2000 and, according to Mr. McGrath, has been extended on a month-to-
            month basis. The Borrower paid down the outstanding accrued interest
            and a portion of the principal and intends to seek a new long-term
            construction facility with another institutional lender to replace
            the first mortgage loan (and the other subordinated financing
            described below). There can be no assurance that such financing will
            be available on satisfactory terms.


                                      F-6
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



NOTE 3. COMMITMENTS AND CONTINGENCIES (Continued

      Contracts to Purchase Additional Properties (Continued

            In December 2000, an affiliate of BankOne acquired KeyBank's
            position in the Burgundy Hills first mortgage loan. The loan is
            subject to the same terms and conditions as that of the original
            KeyBank loan. Earlier, the BankOne affiliate had provided additional
            institutional financing in the principal amount of $1,576,000 to the
            Borrower. That loan is secured by a security interest in partnership
            interests in the Borrower. Due to a default in payment of interest
            due, the BankOne affiliate was assigned rental payments from the
            Burgundy Hills Property and took over day-to-day management of the
            property.

            The BankOne affiliate recently sold the two loans to Burgundy-Boone,
            LLC, an Illinois limited liability company, according to the
            latter's counsel. According to its counsel, Burgundy-Boone, LLC has
            assumed control of management of the Borrower and of the development
            of the Burgundy Hills Property and has foreclosed on the property.
            The Trust has not been able to verify whether Burgundy-Boone, LLC
            has foreclosed on the property.

            The Trust, as guarantor of the first mortgage loan, currently has a
            contingent liability for its full outstanding amount. Due to the
            uncertainty as to the status of the first mortgage loan and the
            actions and intentions of Burgundy-Boone, LLC, the Trust's exposure
            on the guaranty is currently uncertain.

            According to its principal, in December 2001 Century Construction
            Inc., the general contractor which performed construction services
            on the Burgundy Hills Property and held a mechanic's lien on the
            property in the amount of approximately $1,300,000, settled its
            claims with Burgundy-Boone, LLC, acting on behalf of the Borrower.
            Burgundy-Boone, LLC has completed construction on the last building
            in the first phase of the development.

      Pending Litigation

            The Partnership is a party to various legal actions resulting from
            its operating activities. These actions are routine litigation and
            administrative proceedings arising in the ordinary course of
            business, some of which are covered by liability insurance, and none
            of which are expected to have a material adverse effect on the
            consolidated financial condition or results of operations of the
            Partnership taken as a whole.


NOTE 4. NET LOSS PER PARTNERSHIP UNIT

            The Partnership computes per unit data in accordance with Statement
            of Financial Accounting Standards No. 128 (SFAS 128), "Earnings Per
            Share". SFAS 128 requires dual presentation of basic and diluted
            earnings per share on the face of the income statement.

            Basic net loss per unit equals net loss divided by the weighted
            average units outstanding during the period. The computation of
            diluted net loss per unit that includes dilutive limited partnership
            unit equivalents in the weighted average units outstanding has not
            been presented, as it is anti-dilutive for the three months ended
            March 31, 2002 and 2001.


                                      F-7
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



NOTE 4. NET LOSS PER PARTNERSHIP UNIT (Continued)

            The components used in calculating basic net loss per unit are as
            follows:

                                        Net           Weighted        Loss
                                        Loss        Average Units   Per Unit
For the three months ended March 31:
   2002                                $(129,082)     4,098,705     $(0.03)
                                        ========      =========      =====
   2001                                $(753,912)     3,795,435     $(0.20)
                                        ========      =========      =====


NOTE 5. CERTAIN TRANSACTIONS

            In February 2002, the Board of Trustees of the Trust received the
            preliminary findings of a report prepared by an independent auditing
            firm in which the firm opined that certain transactions of the Trust
            and the Operating Partnership (including the Alexandria and
            Riverwalk property investments) entered into by prior management
            involved improper conduct. The Board has used the preliminary
            findings for discussions with the former Managing Shareholder of the
            Trust concerning the transactions and to investigate the rights and
            obligations of the Trust and the Operating Partnership in connection
            therewith. The ultimate results of the preliminary findings and
            discussions will be reported at such time as they become definitive.


                                      F-8
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation


      The following discussion should be read in conjunction with the Operating
      Partnership's Consolidated Financial Statements and Notes thereto. (See
      ITEM 1 - FINANCIAL STATEMENTS.)

      Forward-looking Statements

      This Management's Discussion and Analysis or Plan of Operation and other
      sections of this Report contain certain forward-looking statements within
      the meaning of the Securities Litigation Reform Act of 1995 that are based
      on current expectations, estimates and projections about the Operating
      Partnership's business, management's beliefs and assumptions made by
      management. Words such as "expects", "anticipates", "intends", "plans",
      "believes", "seeks", "estimates", and variations of such words and similar
      expressions are intended to identify such forward-looking statements.
      These statements are not guarantees of future performance and involve
      certain risks, uncertainties and assumptions that are difficult to
      predict. Therefore, actual outcomes and results may differ materially from
      what is expressed or forecasted in such forward-looking statements due to
      numerous factors, including, but not limited to those discussed in
      Management's Discussion and Analysis or Plan of Operation, as well as
      those discussed elsewhere in this Report and from time to time in the
      Operating Partnership's other Securities and Exchange Commission filings
      and reports. In addition, such statements could be affected by general
      domestic and international economic conditions. The forward-looking
      statements contained in this report speak only as of the date on which
      they are made, and the Operating Partnership does not undertake any
      obligation to update any forward-looking statement to reflect events or
      circumstances after the date of this Report. If the Operating Partnership
      does update one or more forward-looking statements, investors and others
      should not conclude that the Operating Partnership will make additional
      updates with respect thereto or with respect to other forward-looking
      statements.

      Results of Operations

      The Operating Partnership commenced operations in the first half of 1998.
      The Operating Partnership and its affiliate, Baron Capital Trust (the
      "Trust"), a Delaware business trust, constitute an affiliated real estate
      company which has been organized to acquire equity interests in
      residential apartment properties located in the United States and to
      provide or acquire mortgage loans secured by such types of property. The
      Operating Partnership conducts all of the Trust's real estate operations
      and holds all direct or indirect property interests acquired.

      The Trust is the sole general partner of the Operating Partnership, and,
      in such capacity, the Trust controls the activities of the Operating
      Partnership. The Trust has elected to be taxed as a real estate investment
      trust for federal income tax purposes.


                                       3
<PAGE>

      As described below in this Report, in May 1998, the Trust commenced an
      offering (the "Cash Offering") of up to 2,500,000 common shares of
      beneficial interest ("Common Shares") in the Trust at a purchase price of
      $10.00 per share (maximum proceeds of $25,000,000). In the Cash Offering,
      which expired on May 31, 2000, the Trust sold 702,076 Common Shares for an
      aggregate purchase price of $7,020,763. The Trust contributed the net cash
      proceeds from the sale of Common Shares in the Cash Offering ($5,467,858)
      to the Operating Partnership in exchange for an equivalent number of units
      ("Units" or "Operating Partnership Units") of limited partnership interest
      in the Operating Partnership.

      As of March 31, 2002, the Trust owned 978,747 Operating Partnership Units,
      representing approximately 24% of the then outstanding Units. Such Units
      are comprised of the Units acquired by the Trust from the Operating
      Partnership with the net proceeds of the Cash Offering and the Units that
      holders of Units have elected to exchange into Common Shares in the manner
      described below. Since the Units held by the Trust comprise substantially
      all of its assets, the operating results of the Trust are primarily
      dependent upon the operating results of the Operating Partnership.

      Through the Operating Partnership, the Trust has acquired all or
      substantially all the beneficial interests in 16 residential apartment
      properties, including the Heatherwood I Apartments (67 studio, one bedroom
      and two bedroom units located in Kissimmee, Florida) in June 1998; Crystal
      Court II Apartments (80 studio, one bedroom and two bedroom units located
      in Lakeland, Florida) in July 1998; Riverwalk Apartments (50 two bedroom
      units located in New Smyrna, Florida) in September 1998; and 13 properties
      acquired as part of the Exchange Offering in April 2000 (described below).
      In the Exchange Offering, the Operating Partnership also acquired
      subordinated mortgage and other debt interests in 10 properties.

      In July 1998, the Operating Partnership also acquired a small minority
      limited partnership interest in 13 real estate limited partnerships then
      managed by affiliates of Gregory K. McGrath (a founder and former Chief
      Executive Officer of the Trust and the Operating Partnership), including
      certain of the Exchange Partnerships which participated in the Exchange
      Offering and are now controlled and managed by the Operating Partnership.

      During 1998 and 1999, the Operating Partnership also acquired a 40%
      limited partnership interest in Alexandria Development, L.P. (the
      "Alexandria Partnership"), a Delaware limited partnership which owns
      Alexandria Apartments, a 168-unit residential apartment property (the
      "Alexandria Property") under development in Alexandria, Kentucky. As of
      March 31, 2002, 112 of the 168 planned residential units (approximately
      67%) had been completed and were in the rent-up stage. Of the completed
      units, 72 units had been rented as of March 31, 2002. The aggregate
      purchase price of the Operating Partnership's interest was $1,285,000, and
      it received an option to acquire the remaining limited partnership
      interests at the same price per percentage interest (for an additional
      option exercise price of approximately $1,950,000). The purchase price was
      based on an independent appraisal of the


                                       4
<PAGE>

      property less all liabilities, and was approved by the Board of the Trust.
      During 2000, the Operating Partnership purchased no additional units and
      the option expired in October 2000.

      An affiliate of Mr. McGrath previously controlled the Alexandria
      Partnership. It sold the 40% limited partnership interest in the
      Alexandria Partnership to the Operating Partnership. In September 2001,
      Mr. McGrath's affiliate assigned the remaining 60% limited partnership
      interest in the Alexandria Partnership to Sigma Renaissance Corporation (a
      Michigan corporation controlled by Jerome S. Rydell, a member of the Board
      of Trustees of the Trust), which also became the managing general partner
      of the Alexandria Partnership.

      In early May 2001, MarCap Corporation filed an action in the United States
      District Court for the Northern District of Illinois against WaKul, Inc.
      (a telecommunications company controlled by Mr. McGrath), Mr. McGrath, and
      the Alexandria Partnership, among other parties, seeking repayment of
      approximately $407,000 of indebtedness (plus unspecified interest,
      attorney's fees and collection costs) under a telecommunication equipment
      leasing agreement. Certain of the equipment was installed at the
      Alexandria Property. The Alexandria Partnership guaranteed WaKul, Inc.'s
      lease payments under the leasing agreement. The telecommunication
      equipment installed on the property is not essential to the operation of
      the property.

      The Alexandria Property is subject to first mortgage construction
      financing with a principal balance as of December 31, 2001 of
      approximately $8,525,000. The first mortgage is held by Fifth Third Bank.
      The Alexandria Partnership defaulted on the first mortgage construction
      loan when it matured in December 2000, and the lender has exercised its
      right to accelerate payment of the loan. In December 2001, a Kentucky
      court appointed a receiver to manage the property. The construction
      contractor is also owed approximately $890,000 for construction costs,
      penalties and interest. Sigma Renaissance Corporation, acting as the
      managing general partner of the Alexandria Partnership, recently caused
      the partnership to file for bankruptcy protection. The lender, however,
      was successful in lifting the automatic stay in the bankruptcy proceeding.
      As a result, it is currently anticipated that the bankruptcy proceeding
      will be dismissed and that the lender will begin foreclosure proceedings
      on the property.

      In 2000, the Operating Partnership reduced to zero on its records the
      value of its investment in the Alexandria Partnership due to the defaults
      on indebtedness, recurring losses incurred by the Alexandria Property, a
      partners' deficiency, and an updated appraisal that valued the property at
      an amount less than the total liabilities owed.

      In September 1998, the Trust entered into an agreement with three real
      estate development companies (Brentwood at Southgate, Ltd., Burlington
      Residential, Ltd. and The Shoppes at Burlington, Ltd.) to acquire, at the
      Trust's option, two luxury residential apartment properties in the
      development stage upon the completion of construction. The three
      development companies were previously controlled by Mr.


                                       5
<PAGE>

      McGrath. In September 2001, Mr. McGrath assigned all of the outstanding
      partnership interests in the three partnerships to Sigma Renaissance
      Corporation. One of the residential apartment properties has been sold to
      a third party with the Trust's consent. The remaining residential property
      (the "Burgundy Hills Property"), located in Florence, Kentucky (part of
      the Cincinnati metropolitan area), is scheduled to have a total of 396
      units, comprised of one, two and three bedroom/one or two bathroom
      apartments. Due to events described below, the anticipated date of
      completion of construction of the Burgundy Hills Property is uncertain.

      In connection with the transaction, the Trust obtained a right of first
      negotiation to purchase the Burgundy Hills Property from its owner,
      Burlington Residential, Ltd., upon completion and a right of first refusal
      to purchase the property on the same terms offered by a third party. The
      purchase price is expected to be approximately $30,000,000. It is
      contemplated that a significant portion of that amount would be covered by
      first mortgage financing. At the current time the Trust does not have
      adequate resources to close on the transaction even if it were interested
      in doing so and if construction were completed and it is uncertain whether
      the Trust will have adequate resources to complete the transaction upon
      completion of construction. In addition, as described below, because the
      owner of the first mortgage on the property has assumed control of the
      management of the Borrower and the development of the property, the
      exercisability of the Trust's purchase rights is currently uncertain.

      In connection with the transaction, the Trust (along with Mr. McGrath)
      agreed to co-guarantee long-term first mortgage construction financing
      provided by KeyBank National Association ("KeyBank") to Burlington
      Residential, Ltd. ("Borrower"), the owner of the Burgundy Hills Property.
      As of February 14, 2002, approximately $6,478,000 of the first mortgage
      loan had been drawn down. The interest rate on the first mortgage loan is
      KeyBank's prime rate (currently 4.75%) or the LIBOR rate plus 2%. The
      Trust also agreed that, if the Borrower failed to comply with the
      repayment and other obligations under the loan documents, KeyBank could
      require the Trust to buy out the bank's position on the entire amount of
      the construction loan.

      In September 2000, the Trust received notice from counsel to KeyBank that
      the Borrower had defaulted on its loan for failure to pay current interest
      due and meet certain equity requirements and covenants under the loan
      agreement, adverse changes in the financial conditions of the Borrower and
      the Trust, and the Trust's failure to meet certain tangible net worth
      tests set forth in the loan agreements. KeyBank indicated that it was
      exercising its right to accelerate the loan. According to Mr. McGrath,
      KeyBank agreed to forego further action for at least 60 days while the
      parties attempted to reach an arrangement. The extension expired in
      November 2000 and, according to Mr. McGrath, has been extended on a
      month-to-month basis. The Borrower paid down the outstanding accrued
      interest and a portion of the principal and is currently seeking a new
      long-term construction facility with another institutional lender to
      replace the first mortgage loan (and the other subordinated financing
      described below).


                                       6
<PAGE>

      In December 2000, an affiliate of BankOne acquired KeyBank's position in
      the Burgundy Hills first mortgage loan. The loan is subject to the same
      terms and conditions as that of the original KeyBank loan. Earlier, the
      BankOne affiliate had provided additional institutional financing in the
      principal amount of $1,576,000 to the Borrower. That loan is secured by a
      security interest in partnership interests in the Borrower. Due to a
      default in payment of interest due, the BankOne affiliate was assigned
      rental payments from the Burgundy Hills Property and took over day-to-day
      management of the property. It is intended that this loan would be paid
      off with the proposed new first mortgage financing referenced above.

      The BankOne affiliate recently sold the two loans to Burgundy-Boone, LLC,
      an Illinois limited liability company, according to the latter's counsel.
      According to its counsel, Burgundy-Boone, LLC has assumed control of
      management of the Borrower and of the development of the Burgundy Hills
      Property and has foreclosed on the property. The Trust has been unable to
      verify whether Burgundy-Boone, LLC has foreclosed on the property.

      The Trust, as guarantor of the first mortgage loan, currently has a
      contingent liability for its full outstanding amount. Due to the
      uncertainty as to the status of the first mortgage loan and the actions
      and intentions of Burgundy-Boone, LLC, the Trust's exposure on the
      guaranty is currently uncertain.

      According to its principal, in December 2001 Century Construction Inc.,
      the general contractor which performed construction services on the
      Burgundy Hills Property and held a mechanic's lien on the property in the
      amount of approximately $1,300,000, settled its claims with
      Burgundy-Boone, LLC, acting on behalf of the Borrower. Burgundy-Boone, LLC
      has completed construction on the last building in the first phase of the
      development.

      In April 2000, pursuant to a registration statement on Form S-4, the
      Operating Partnership completed its Exchange Offering under which it
      acquired additional interests in residential apartment properties and one
      condominium apartment property. In the Exchange Offering, the Operating
      Partnership issued 2,449,492 registered Operating Partnership Units in
      exchange for substantially all outstanding units of limited partnership
      interest owned by individual limited partners ("Exchange Limited
      Partners") in 23 limited partnerships (the "Exchange Partnerships"). The
      Exchange Partnerships directly or indirectly owned equity and/or debt
      interests in one or more of 25 residential apartment properties and one
      condominium apartment property (the "Exchange Properties") located in the
      southeast and mid-west United States.

      Holders of Operating Partnership Units (other than the Trust) are entitled
      to exchange all or a portion of their Units at any time and from time to
      time for an equivalent number of Common Shares of the Trust, so long as
      the exchange would not cause the exchanging party to own (taking into
      account certain ownership attribution rules) in excess of 5% of the then
      outstanding Common Shares, subject to the Trust's right to cash out any
      holder of Units who requests an exchange and subject to certain other
      exceptions.


                                       7
<PAGE>

      Following the completion of the Exchange Offering, the Exchange
      Partnerships continued to own the same property interests they owned prior
      to the offering; substantially all of the limited partnership interests in
      the 23 Exchange Partnership were owned by the Operating Partnership; Mr.
      McGrath, for nominal consideration, assigned to the Trust all of the
      equity stock in 18 of the corporate general partners of the Exchange
      Partnerships ("Corporate General Partners") and granted to the Board of
      the Trust a management proxy coupled with an interest to vote the shares
      of the remaining five Corporate General Partners; the Corporate General
      Partner of each of the Exchange Partnerships assigned to the Operating
      Partnership all of its economic interest in the partnership; and Mr.
      McGrath caused each Corporate General Partner to waive its right to
      receive from its Exchange Partnership any ongoing fees, effective upon
      completion of the exchange. As a result of the foregoing, the Operating
      Partnership owned substantially all of the economic interest represented
      by the equity and debt interests owned by the Exchange Partnerships and
      controlled management of such partnerships.

      In April 2001, the Operating Partnership sold its equity interest in one
      of the Exchange Properties, Glen Lake Apartments, a 144-unit residential
      apartment property located in St. Petersburg, Florida. Management of the
      Trust determined to sell the property based on its lack of performance and
      its need for substantial and frequent cash infusions.

      Certain of the Exchange Partnerships in which the Operating Partnership
      holds an interest own direct or indirect equity interests in 15 Exchange
      Properties which consist of an aggregate of 868 residential apartment
      units (comprised of studio, one, two, three and four-bedroom units).
      Certain of the Exchange Partnerships in which the Operating Partnership
      holds an interest directly or indirectly own subordinated mortgage and
      other debt interests in 10 Exchange Properties, which consist of an
      aggregate of 590 existing residential apartment units (studio and one and
      two bedroom units) and 152 condominium apartment units (two and three
      bedroom units) under development. Of the Exchange Properties in which the
      Operating Partnership continues to own an interest, 20 properties are
      located in Florida, three properties in Ohio and one property each in
      Georgia and Indiana.

      Consolidated Balance Sheet as of March 31,2002 Compared to December 31,
      2001

      During the three months ended March 31, 2002, total assets decreased by
      $595,985 to $37,472,354 while liabilities decreased by $466,903 to
      $26,889,633. The decrease in assets was mainly due to a reduction in cash
      used to pay down the accounts payable liability. The decrease in
      liabilities was primarily due to that payoff of accounts payable.


                                       8
<PAGE>

      Operations for the Three Months Ended March 31, 2002 Compared to the Three
      Months Ended March 31, 2001

      Revenues decreased by $59,670 from $1,821,348 for the three months ended
      March 31, 2001 to $1,761,678 for the three months ended March 31, 2002.
      Real Estate Expenses for the properties owned by the Operating Partnership
      decreased from $1,565,610 for the three months ended March 31, 2001 to
      $1,511,948 for the three months ended March 31, 2002. The decrease in
      Revenues is the result of the sale of Glen Lakes and the loss of income
      generated by that property. The reduction in Real Estate Expenses was
      principally due to a reduction in interest expense resulting from the
      refinancing activity in 2001. Administrative Expenses increased by $86,589
      from $327,345 for the three months ended March 31, 2001 to $413,934 for
      the three months ended March 31, 2002, primarily due to expenses incurred
      in connection with the relocation of the corporate offices. Other Income
      (Expenses) for the three months ended March 31, 2002 were $35,122. This
      income is the result of an adjustment to recover previously recognized
      loan losses on mortgage notes receivable. The Operating Partnership's Net
      Loss for the three months ended March 31, 2002 was $129,082 compared to a
      loss of $753,912 for the three months ended March 31, 2001.

      Liquidity and Capital Resources

      Net Cash Used in Operating Activities decreased by $396,932 from $542,777
      cash used in the three months ended March 31, 2001 to $145,845 cash used
      in the three months ended March 31, 2002. The decrease in Net Cash Used in
      Operating Activities was principally due to a decrease in the net loss for
      the three month period from 2001 to 2002. Net Cash Used in Investing
      Activities increased $74,975 from $63,148 cash used for the three months
      ended March 31, 2001 to $138,123 cash used for the three months ended
      March 31, 2002. The increase was due to an increase in restricted cash
      from March 31, 2001 to March 31, 2002. Cash Flow Used in Financing
      Activities increased by $1,166,625 from $1,074,471 cash provided in the
      three months ended March 31, 2001 to $92,154 cash used in the three months
      ended March 31, 2002. The cash proceeds of the refinancings in the first
      quarter of 2001 provided substantial cash from Financing Activities. There
      was no such activity in the first quarter of 2002 resulting in the
      increase in cash used.

      During the three months ended March 31, 2002, the Operating Partnership
      generated Funds From Operations (Funds from Operations is a measure of
      profitability in the REIT industry, which is measured as net income less
      depreciation, amortization, and other non-operating expenses and/or
      income) of $123,033 versus negative Funds From Operations of $245,842
      during the three months ended March 31, 2001.

      Management's plans to continue improving liquidity and profitability
      encompass the following four strategies:


                                       9
<PAGE>

      o     Increase property cash collections through implementation of utility
            billings, rent increases and property enhancements;

      o     Refinance selected well performing assets;

      o     Dispose of assets which do not generate cash sufficient to cover
            operating costs or whose geographic location creates excessive
            burden; and

      o     Reduce corporate overhead.

      In implementing these strategies, management has adopted the following
      action plans:

      o     In many locations, the market for apartments has started to include
            re-billing of property water costs to tenants. The Operating
            Partnership has initiated billing of tenants for their water used at
            several locations and intends to continue implementation of the
            strategy at other properties as the markets permit.

      o     In the second quarter of 2001, the Operating Partnership sold one of
            its properties (Glen Lake Apartments) that, in the past, required
            substantial and frequent cash infusions. Additional properties are
            being evaluated for potential disposition.

      o     The Operating Partnership has identified certain of its properties,
            which are performing well and have loans which are small relative to
            the value of the properties, given their excellent performance. Four
            properties were refinanced in the first three quarters of 2001,
            generating sufficient cash for the Operating Partnership to pay
            accounts payable, including those owed to professionals for services
            performed in connection with the Exchange Offering, and still have
            an amount in reserve. All four of these properties were refinanced
            at interest rates lower than the prior interest rate on the loans.
            The Operating Partnership received cash proceeds of approximately
            $1,875,000 as a result of refinancing these four properties.

      Management believes that the actions presently being taken by the
      Operating Partnership and the Trust provide the opportunity for them to
      improve liquidity and profitability. The completion in April 2000 of the
      Exchange Offering has, in the opinion of management, provided the critical
      mass necessary for profitable operations. The Operating Partnership and
      the Trust will make distributions to their Unitholders and Shareholders of
      net income, if any, generated from investments in property interests as
      cash flow allows.

      The Trust and the Operating Partnership intend to use their securities
      (including Common Shares and Units), proceeds from future sales of such
      securities, and available operating cash flow and financing from other
      sources to acquire interests in additional residential apartment
      properties or interests in other partnerships substantially all of whose
      assets consist of residential apartment property interests, and payment of
      applicable fees and expenses.


                                       10
<PAGE>

      The operating results of the Operating Partnership and the Trust will
      depend primarily upon income from the residential apartment properties in
      which they directly or indirectly own or acquire an equity or debt
      interest. Operating results in respect of equity interests will be
      substantially influenced by the demand for and supply of residential
      apartment units in their primary market and sub-markets, and operating
      expense levels. Operating results in respect of mortgage and other debt
      interests will depend upon interest income, including, in certain cases,
      participation interest, whose payment will depend upon the operating
      performance, sale or refinancing of the underlying properties. The
      operating results of the Operating Partnership and the Trust will also
      depend upon the pace and price at which they can acquire and improve
      additional property interests.

      The target metropolitan markets and sub-markets have benefited in recent
      periods from demographic trends (including population and job growth)
      which increase the demand for residential apartment units, while financing
      constraints (specifically, reduced availability of development capital)
      have limited new construction to levels significantly below construction
      activity in prior years. Consequently, rental rates for residential
      apartment units have increased at or above the inflation rate for the last
      two years. Expense levels also influence operating results, and rental
      expenses (other than real estate taxes) for residential apartment
      properties have generally increased at approximately the rate of inflation
      for the past three years. Changes in interest rates are not expected to
      materially impact operations, because the majority of the real estate
      mortgages have fixed interest rates, as do all of the inter-company loans.

      The Operating Partnership and the Trust believe that known trends, events
      or uncertainties which will or are reasonably likely to affect their
      short-term and long-term liquidity and current and future prospects
      include the performance of the economy and the building of new apartment
      communities. Although the Operating Partnership and the Trust cannot
      reliably predict the effects of these trends, events and uncertainties on
      their property investments as a whole, some of the reasonably anticipated
      effects might include downward pressure on rental rates and occupancy
      levels.

      Two recent developments could have a material impact on the performance of
      the Trust and the Operating Partnership. First is the general downturn in
      the U.S. economy due in large part to the collapse of the technological
      sector. This translated into a significantly softer 2001 summer apartment
      rental market, particularly in Florida. Occupancies and collections have
      been negatively impacted for the last nine months, and management does not
      anticipate any improvement in the near term. The second development arises
      out of the horrible events of September 11, 2001. While management
      believes it is still too early to understand how deeply this event will
      impact the confidence of Americans and their way of life, it is likely to
      result in a more cash conscientious consumer, which could result in
      downward pressure on rental rates.


                                       11
<PAGE>

      Generally, there are no seasonal aspects of the operations of the
      Operating Partnership or the Trust that might have a material effect on
      their financial conditions or results of operation. However, for the last
      36 months, one 60-unit student housing property owned by one of the
      Exchange Partnerships involved in the Exchange Offering has had an average
      occupancy rate of 55% for nine months of the year and 30% for the
      remaining three months of the year.

      Subject to the foregoing discussion, management believes that the
      Operating Partnership and the Trust have the ability to satisfy their cash
      requirements for the foreseeable future. However, management of the
      Operating Partnership and the Trust believe that it will be necessary to
      raise additional capital during the next 12 months to make acquisitions
      and to meet management's revenue and cash flow goals.

      As part of the ongoing operations of the Operating Partnership and the
      Trust, management is reviewing the entire portfolio of properties to
      determine the potential for restructuring or refinancing various first
      mortgage loans. Additionally, properties whose recent performance has
      materially negatively impacted the operating results of the Operating
      Partnership and the Trust are being evaluated for possible sale. Certain
      of these properties have been listed for sale. The Trust is also in
      discussions with other apartment owners, and is exploring business
      combinations that will bring it economies of scale and the size it needs
      for listing of its Common Shares on a recognized securities exchange.
      Additional size would also give the Operating Partnership and the Trust
      the operating margin necessary to support their valuable management team
      that is believed necessary for their long-term growth.

      The Operating Partnership and the Trust expect no material change in the
      number of employees over the next 12 months.

      In February 2002, the Board of Trustees of the Trust received the
      preliminary findings of a report prepared by an independent auditing firm
      in which the firm opined that certain transactions of the Trust and the
      Operating Partnership (including the Alexandria and Riverwalk property
      investments) entered into by prior management involved improper conduct.
      The Board has used the preliminary findings for discussions with the
      former Managing Shareholder of the Trust concerning the transactions and
      to investigate the rights and obligations of the Trust and the Operating
      Partnership in connection therewith. The ultimate results of the
      preliminary findings and discussions will be reported at such time as they
      become definitive.


                                       12
<PAGE>

                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings

      The Operating Partnership is a party to various legal actions resulting
      from its operating activities. These actions are routine litigation and
      administrative proceedings arising in the ordinary course of business,
      some of which are covered by liability insurance, and none of which are
      expected to have a material adverse effect on the consolidated financial
      condition or results of operations of the Operating Partnership taken as a
      whole.


Item 2. Changes in Securities and Use of Proceeds


      Not Applicable

Item 3. Defaults upon Senior Securities

      None

Item 4. Submission of Matters to a Vote of Security Holders

      None

Item 5. Other Information

      None

Item 6. Exhibits and Reports on Form 8-K

      (a)

      Exhibit
      Number      Description
      ------      -----------


         3.1      Certificate of Limited Partnership of the Registrant
                  (incorporated herein by reference to Exhibit 3.1 to the Form
                  S-4 Registration Statement of the Registrant filed with the
                  Securities and Exchange Commission on June 2, 1998).

         3.2      Agreement of Limited Partnership of Baron Capital Properties,
                  L.P. dated as of May 15, 1998 (incorporated herein by
                  reference to Exhibit 10.6 to Amendment No. 3 to the Form SB-2
                  Registration Statement of Baron Capital Trust filed with the
                  Securities and Exchange Commission on May 15, 1998
                  (Registration No. 333-35063)).


                                       13
<PAGE>

      (b)   The Registrant did not file any Current Reports on Form 8-K during
            the quarter for which this Report is filed.


      In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

May 15, 2002

                                  BARON CAPITAL PROPERTIES, L.P.

                                  By:      Baron Capital Trust, General Partner

                                  By:        /s/  Robert L. Astorino
                                             -----------------------------
                                           Robert L. Astorino
                                           Chief Executive Officer

                                  By:        /s/  Mark L. Wilson
                                             -----------------------------
                                           Mark L. Wilson
                                           Chief Financial Officer


                                       14