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, 2000


     [ ]    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.)

                       Cooper Road, Cincinnati, Ohio 45242
                    (Address of principal executive offices)

                                 (513) 984-5001
                           (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 1,901,236 units of
limited partnership interest ("Operating Partnership Units").



<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        See following pages


<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.



                          INDEX TO FINANCIAL STATEMENTS




                                                                        PAGE
                                                                        ----

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

   Balance Sheets                                                        F-2

   Statements of Operations                                              F-3

   Statements of Cash Flows                                            F-4-F-5

   Notes to Financial Statements                                       F-6-F-14



                                      F-1

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                          March 31,          December 31,
                                                                                            2000                 1999
                                                                                         -----------         -----------
                                                                                         (Unaudited)
<S>                                                                                      <C>                 <C>
                                        ASSETS
Rental Apartments:
   Land                                                                                  $ 1,178,693         $ 1,178,693
   Depreciable property                                                                    6,189,095           6,189,095
                                                                                         -----------         -----------
                                                                                           7,367,788           7,367,788
   Less accumulated depreciation                                                           1,488,141           1,453,177
                                                                                         -----------         -----------
                                                                                           5,879,647           5,914,611

Investments in Partnerships                                                                  893,130             930,970

Cash and Cash Equivalents                                                                     47,850              27,552
Restricted Cash                                                                               80,786              52,089
Reimbursed Administrative Expenses Receivable, Affiliates                                     23,558              36,997
Other Receivables                                                                                 --               3,724
Due from Baron Capital Trust                                                                 276,085             296,010
Advances to Affiliates                                                                            --               5,141
Other Property and Equipment                                                                 137,055             134,981
Other Assets                                                                                 187,930             188,692
                                                                                         -----------         -----------
                                                                                         $ 7,526,041         $ 7,590,767
                                                                                         ===========         ===========

                           LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
   Mortgages payable                                                                     $ 4,263,480         $ 4,278,117
   Accounts payable and accrued liabilities                                                1,031,342           1,078,353
   Note payable                                                                              100,000             100,000
   Notes payable, affiliates                                                                  52,000              50,000
   Capital lease obligation                                                                   42,369              42,369
   Security deposits                                                                          43,066              40,308
                                                                                         -----------         -----------
         Total liabilities                                                                 5,532,257           5,589,147
                                                                                         -----------         -----------


Partners' Capital:
   General partner; issued and outstanding, 19,155 and 18,962 partnership units              (35,069)            (33,362)
   Limited partners; issued and outstanding, 1,896,316 and 1,877,246
   partnership units, of which 1,202,160 units are subject to escrow restrictions          2,028,853           2,034,982
                                                                                         -----------         -----------
         Total partners' capital                                                           1,993,784           2,001,620
                                                                                         -----------         -----------
                                                                                         $ 7,526,041         $ 7,590,767
                                                                                         ===========         ===========
</TABLE>


            See notes to condensed consolidated financial statements.


                                      F-2

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                           Three        Three
                                                           Months       Months
                                                           Ended        Ended
                                                          March 31,    March 31,
                                                            2000         1999
                                                         ---------    ---------
                                                        (Unaudited)  (Unaudited)
Revenues:
   Property:
      Rental                                             $ 267,668    $ 257,350
      Equity in net loss of unconsolidated partnership     (37,840)      (3,426)
   Interest and other income                                25,540       41,036
                                                         ---------    ---------
                                                           255,368      294,960
                                                         ---------    ---------

Real Estate Expenses:
   Depreciation                                             40,825       36,453
   Interest                                                 85,459       73,186
   Repairs and maintenance                                  25,809       17,476
   Personnel                                                 3,110       29,040
   Property taxes                                           19,904       20,596
   Property insurance                                        5,360        7,206
   Utilities                                                13,374       11,551
   Other                                                     5,675        9,214
                                                         ---------    ---------
                                                           199,516      204,722
                                                         ---------    ---------

Administrative Expenses:
   Personnel, including officer's compensation             159,618      272,661
   Professional services                                   161,120       44,335
   Other                                                   (40,000)      42,948
                                                         ---------    ---------
                                                           280,738      359,944
                                                         ---------    ---------

      Total expenses                                       480,254      564,666
                                                         ---------    ---------

Net Loss                                                 $(224,886)   $(269,706)
                                                         =========    =========

Net Loss Per Partnership Unit                            $   (0.12)   $   (0.16)
                                                         =========    =========


            See notes to condensed consolidated financial statements.

                                      F-3

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                   Three            Three
                                                                                   Months           Months
                                                                                   Ended             Ended
                                                                                 March 31,         March 31,
                                                                                    2000              1999
                                                                                 ---------         ---------
                                                                                (Unaudited)       (Unaudited)
<S>                                                                              <C>               <C>
Cash Flows from Operating Activities:
   Net loss                                                                      $(224,886)        $(269,706)
   Adjustments to reconcile net loss to
      net cash used by operating activities:
         Equity in net loss of unconsolidated partnership                           37,840             3,426
         Credit for estimated fair value of services performed by officer           54,250                --
         Depreciation                                                               40,825            36,453
         Changes in operating assets and liabilities:
         (Increase) decrease in operating assets:
            Other receivables                                                        3,724              (988)
            Due from Baron Capital Trust                                                --            87,496
            Reimbursed administrative expenses receivable                           13,439                --
            Other assets                                                               762            22,920
          Increase (decrease) in operating liabilities:
            Accounts payable and accrued liabilities                               (47,011)          (96,418)
            Security deposits                                                        2,758                --
            Other liabilities                                                           --             2,529
                                                                                 ---------         ---------
               Net cash used by operating activities                              (118,299)         (214,288)
                                                                                 ---------         ---------

Cash Flows from Investing Activities:
   Investments in partnerships                                                          --          (673,000)
   Purchases of other property and equipment                                        (7,935)           (1,514)
   Repayment of advances to affiliates                                              25,066                --
   Increase in restricted cash                                                     (28,697)               --
                                                                                 ---------         ---------
               Net cash used in investing activities                               (11,566)         (674,514)
                                                                                 ---------         ---------
</TABLE>



            See notes to condensed consolidated financial statements.


                                      F-4

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Continued)


<TABLE>
<CAPTION>
                                                                  Three             Three
                                                                  Months            Months
                                                                  Ended             Ended
                                                                March 31,         March 31,
                                                                  2000              1999
                                                                ---------         ---------
                                                               (Unaudited)       (Unaudited)

<S>                                                             <C>               <C>
Cash Flows from Financing Activities:
   Partners' capital contributions                                162,800           849,000
   Proceeds from notes payable, affiliates                          2,000                --
   Payments on mortgages payable                                  (14,637)           (9,908)
                                                                ---------         ---------
               Net cash provided by financing activities          150,163           839,092
                                                                ---------         ---------

Net Increase (Decrease) in Cash and Cash Equivalents               20,298           (49,710)

Cash and Cash Equivalents, Beginning                               27,552           123,103
                                                                ---------         ---------

Cash and Cash Equivalents, Ending                               $  47,850         $  73,393
                                                                =========         =========

Supplemental Disclosure of Cash Flow Information:
   Cash paid for mortgage and other interest                    $  85,459         $  73,186
                                                                =========         =========
</TABLE>



            See notes to condensed consolidated financial statements.

                                      F-5

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation

        The  condensed  consolidated  balance  sheet as of March 31,  2000,  the
        condensed  consolidated  statements of  operations  for the three months
        ended March 31, 2000 and 1999 and the condensed consolidated  statements
        of cash flows for the three  months  ended  March 31, 2000 and 1999 have
        been  prepared  by  the  Partnership's  management.  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, 2000 and for
        the period presented, have been made.

        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  condensed  consolidated  financial  statements  be  read in
        conjunction  with  the  Partnership's  financial  statements  and  notes
        thereto included in the Partnership's December 31, 1999 Form 10-KSB. The
        results of operations  for the three months ended March 31, 2000 are not
        necessarily indicative of the operating results for the full year.

        Organization

        Baron Capital  Properties,  L.P. (the  "Partnership"  or the  "Operating
        Partnership"),   a  Delaware  limited  partnership,   is  the  operating
        partnership  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.

        In its proposed exchange offering,  the Partnership  intends to issue up
        to 2,500,000 units of limited partnership interest ("Units") in exchange
        for  limited  partnership  interests  owned by limited  partners in real
        estate limited  partnerships which own direct or indirect equity or debt
        interests in  residential  apartment  properties.  Holders of Units will
        have the right,  exercisable  at any time  following  the  offering,  to
        exchange  all or a portion of their units into an  equivalent  number of
        Common  Shares of beneficial  interest in the Trust,  subject to certain
        conditions described below.

        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-6

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Organization (Continued)

        In exchange for a cash capital  contribution to the Partnership in 1998,
        the  founders,  Gregory K.  McGrath and Robert S. Geiger (the  "Original
        Investors"),  were  issued  an amount  of units  which are  exchangeable
        (subject  to  certain  escrow  restrictions)  for a total  of 19% of the
        Common Shares of the Trust (up to 1,202,160  Common Shares)  outstanding
        after  the  completion  of the  exchange  offering  and the cash  public
        offering being made by the Trust, on a fully diluted basis assuming that
        all then  outstanding  Units  (other than those owned by the Trust) have
        been exchanged into an equivalent number of Common Shares.

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

NOTE 2. BASIS OF PRESENTATION

        The accompanying consolidated financial statements have been prepared in
        conformity with generally  accepted  accounting  principles which assume
        that the Partnership  will continue on a going concern basis,  including
        the realization of assets and liquidation of liabilities in the ordinary
        course of business. However, for 1999 and 1998, the Partnership incurred
        net losses of  $2,641,250  and  $1,108,870  and negative cash flows from
        operations  of $555,711 and  $955,156,  respectively,  and for the first
        quarter  of 2000  had a net  loss of  $224,886  and has  limited  liquid
        resources as of March 31, 2000. The auditors'  report for the year ended
        December  31, 1999 was modified to express  substantial  doubt as to the
        Partnership's ability to continue as a going concern.

        Management's  plans to continue  its  operations  and become  profitable
        encompass the following:

        o   The  Trust  plans to  continue  to raise  capital  through  its Cash
            Offering,  which has been  extended to May 31, 2000 and also intends
            to make  additional  public or private  offerings  of common  shares
            and/or  Operating  Partnership  units  within  the 12  month  period
            following the commencement of the proposed Exchange Offering,  whose
            registration became effective on November 9, 1999.

        o   The  Partnership  intends to continue to acquire  rental  properties
            using  proceeds  from the Trust's Cash  Offering and in the Exchange
            Offering described in Note 5. The operating results of the Trust and
            the Operating Partnership will depend primarily upon income from the
            residential   apartment   properties   in  which  they  directly  or
            indirectly  acquire  an equity  or  Subordinate  Mortgage  Interest.
            Operating   results  in  respect   of  equity   interests   will  be
            substantially  influenced  by the demand  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

                                      F-7

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2. BASIS OF PRESENTATION (Continued)

        the Trust and Operating  Partnership  will also depend upon the pace and
        price  at  which  they  can  acquire  and  improve  additional  property
        interests.

        See Note 7 regarding the completion of the Exchange Offering on April 7,
        2000 under which the Operating Partnership acquired additional interests
        in residential apartment properties.

        In view of these  matters,  realization of a major portion of the assets
        in the  accompanying  consolidated  balance sheet is dependent  upon the
        continued operations of the Partnership, which in turn is dependent upon
        the   Partnership's   ability  to  meet  its   capital   and   financing
        requirements,  and the  success  of its  future  operations.  Management
        believes  that the  actions  presently  being  taken by the  Partnership
        provide  the  opportunity  for the  Partnership  to  continue as a going
        concern.  However,  there can be no assurance  that  management  will be
        successful in the  implementation of its plans to raise adequate amounts
        of  capital  or that  future  operations  will  become  profitable.  The
        accompanying  consolidated  financial  statements  do  not  include  any
        adjustments that might result from the outcome of this uncertainty.

NOTE 3. COMMITMENTS AND CONTINGENCIES

        Officers' Compensation

        A founder  of the Trust and the  Partnership  serves as Chief  Executive
        Officer of the Trust,  the Partnership  and the managing  shareholder of
        the Trust.  He has agreed to serve as Chief  Executive  Officer  for the
        first year in exchange for  compensation in the form of common shares of
        the Trust or Units of the  Operating  Partnership  in an  amount  not to
        exceed 25,000 shares or units,  as  applicable,  to be determined by the
        Executive Compensation Committee based upon his performance, in addition
        to benefits and  eligibility  for  participation  in any option plan and
        bonus  incentive  compensation  plan  which  may be  implemented  by the
        Partnership.  During the first quarter of 1999 and 2000 no shares of the
        Trust or units of the  Partnership  were  issued to the Chief  Executive
        Officer as  compensation.  However,  in order to reflect all appropriate
        administrative  expenses of the Partnership,  a provision of $54,250 has
        been made in the  accompanying  financial  statements  for the estimated
        fair value of the services  rendered by the Chief Executive  Officer for
        the first quarters of 1999 and 2000. This amount has been charged to the
        compensation  expense, with a corresponding credit to partners' capital.
        These  estimates of the fair value of such services  were  determined by
        management  based  upon  an  analysis  of  compensation  paid  to  chief
        executive  officers of a number of  comparable  real  estate  investment
        trusts.  Compensation  and benefits for the Chief Executive  Officer are
        determined annually by the Executive Compensation Committee of the Board
        of the Trust.

                                      F-8

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 3. COMMITMENTS AND CONTINGENCIES (Continued)

        Officers' Compensation (Continued)

        The  other  founder  of the Trust  and  Partnership  serves as the Chief
        Operating  Officer  of the  Trust,  the  Partnership  and  the  managing
        shareholder  of the Trust.  His  initial  annual  salary has been set at
        $100,000, in addition to benefits,  and eligibility for participation in
        any common  share  option plan and bonus  incentive  compensation  plan,
        which may be implemented by the Partnership.

NOTE 4. RELATED PARTY TRANSACTIONS

        Intercompany Line

        The  Partnership has an  intercompany  line with the Trust,  its general
        partner.  The  intercompany  loan is due on demand  and is  non-interest
        bearing.  The balance  outstanding on the intercompany line was $296,010
        as of December 31, 1999 and March 31, 2000.

        Reimbursed Administrative Expenses

        The Partnership shares certain administrative  expenses with a number of
        other  partnerships  that are related to the  Partnership  by means of a
        common  person who is the sole  stockholder  and  officer of the general
        partner of these  partnerships  and an officer of the general partner of
        the  Partnership.   These  administrative   expenses  are  allocated  as
        described  below,  and the  allocated  expenses  are  reimbursed  to the
        Partnership by these other partnerships. The allocation of the costs was
        determined based upon an analysis of those administrative costs directly
        associated  with  or  reasonably  allocated  to the  activities  of each
        entity.  Personnel costs were allocated based upon estimates of the time
        devoted by individual employees to each entity's activities on a monthly
        basis.  Other  administrative  costs were allocated on a direct basis to
        the extent  practicable,  and the  balance on a pro rata  basis.  In the
        opinion of  management,  the method used to allocate costs to all of the
        entities was considered to be reasonable under the circumstances.

        During the three months ended March 31, 2000 and 1999,  the  Partnership
        was reimbursed  approximately $206,174 and $196,000,  respectively,  for
        administrative  expenses, which have been presented as reductions of the
        specific related category of administrative expenses in the accompanying
        financial statements.


                                      F-9




<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 5. PARTNERS' CAPITAL

        Partners' Capital Contributions

        During the three  months ended March 31, 2000,  the  Partnership  issued
        19,070 units of limited  partnership  interest to the Trust at $7.65 per
        unit based upon net proceeds of $145,800 from the Cash Offering.

        In addition,  the  Partnership  issued to the Trust 193 general  partner
        units during the three months ended March 31, 2000 as an  allocation  to
        adjust  the  general  partner  interest  to 1% of the total  outstanding
        Partnership  units.  This  issuance has been treated as an allocation of
        the capital  contributions  by the Trust, and no value has been ascribed
        to these general partner units for accounting purposes.

        Exchange Offering

        The Partnership has filed a registration  statement on Form S-4 with the
        Securities  and Exchange  Commission  covering up to 2,500,000  units of
        limited  partnership  interest  ("Units")  to be  registered  under  the
        Securities Act of 1933, as amended (the "Act") ("Exchange Offering").

        It is proposed  that these units would be exchanged for units of limited
        partnership   interest  in  23  limited   partnerships   (the  "Exchange
        Partnerships"),  which directly or indirectly own equity and/or mortgage
        interests in one or more residential apartment properties.  The Exchange
        Partnerships   are  managed  by  corporate   general  partners  who  are
        affiliated with one of the founders of the Partnership,  who is the sole
        stockholder and director of the Managing Shareholder of the Partnership.
        This registration  statement was declared effective on November 9, 1999,
        and the Exchange Offering commenced shortly thereafter.

        The  number  of  Units  being   offered  in  exchange  for  the  limited
        partnership  interests  in the  Exchange  Partnerships  will be based on
        appraisals  prepared by  qualified  and licensed  independent  appraisal
        firms for each underlying  residential apartment property.  For purposes
        of the Exchange  Offering,  each Unit has been  arbitrarily  assigned an
        initial value of $10,  which  corresponds  to the offering price of each
        Trust Common Share currently being offered to the public pursuant to the
        Cash Offering.  The value of each Unit and Common Share outstanding will
        be substantially  identical since Unit holders,  including recipients of
        Units in the  Exchange  Offering,  will be entitled to exchange all or a
        portion  of  their  Units  at any  time  and  from  time to time  for an
        equivalent  number of Trust Common Shares, 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
        shares in the Trust, subject to the Trust's right to cash out any holder
        of  Units  who  requests  an  exchange  and  subject  to  certain  other
        exceptions.  To facilitate  such  exchanges of Units into Common Shares,
        2,500,000  Common  Shares (in addition to the  2,500,000  Common  Shares
        being offered by the Trust in the Cash  Offering)  have been  registered
        with the Commission.

                                      F-10

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 5. PARTNERS' CAPITAL (Continued)

        Exchange Offering (Continued)

        See Note 7 regarding the completion of the Exchange Offering on April 7,
        2000 under which the Operating Partnership acquired additional interests
        in residential apartment properties.

        As  its  initial  investment  targets  in  the  Exchange  Offering,  the
        Partnership is offering to acquire equity and/or  subordinated  mortgage
        interests  in 26  properties  (the  "Exchange  Properties")  directly or
        indirectly owned by the 23 Exchange  Partnerships.  The Partnership will
        acquire interests in a particular property and/or mortgages by acquiring
        from limited partners their units of limited partnership interest in the
        respective  Exchange  Partnership.  Each  of the  Exchange  Partnerships
        directly or indirectly owns equity and/or  mortgage  interests in one or
        more  properties.  Certain  of the  Exchange  Partnerships  directly  or
        indirectly own equity  interests in 16  properties,  which consist of an
        aggregate of 1,012  residential  units  (comprised of studio,  one, two,
        three and four  bedroom  units).  Certain of the  Exchange  Partnerships
        directly or indirectly own mortgage  interests in 10  properties,  which
        consist of an aggregate of 813 existing  residential  units  (studio and
        one and two bedroom  units) and 168 units (two and three bedroom  units)
        under development. Of the Exchange Properties, 21 properties are located
        in Florida,  three  properties  in Ohio and one property each in Georgia
        and Indiana.

        Partnership Limited Partnership Units

        In connection with the formation of the Trust and the  Partnership,  the
        Original Investors each subscribed for 601,080 limited partnership units
        of the Partnership (a total of 1,202,160  units).  In consideration  for
        the units subscribed for by them, the Original Investors made a $100,000
        capital  contribution to the  Partnership.  If the Cash Offering and the
        Exchange Offering are fully subscribed,  those Units would represent 19%
        of the total Common  Shares  outstanding  after  completion  of the Cash
        Offering and exchange by the  Partnership  of 2,500,000 of its Units for
        units  of  limited   partnership   interest  in  real   estate   limited
        partnerships (including any exchange pursuant to the Exchange Offering),
        calculated on a fully diluted basis assuming all then outstanding  Units
        (other than those  acquired by the Trust)  have been  exchanged  into an
        equivalent number of Common Shares. If, however, as of May 31, 2000, the
        Cash Offering  and/or the Exchange  Offering has been  completed and the
        number of Units subscribed for by each Original Investment  represents a
        percentage  greater  than 19% of the  then  outstanding  Common  Shares,
        calculated on a fully diluted basis  assuming that all then  outstanding
        Units (other than those  acquired by the Trust) have been exchanged into
        an equivalent number of Common Shares, each Original Investor has agreed
        to return any excess  Units to the  Partnership  for  cancellation.  The
        Original  Investors have deposited  Units  subscribed for by them into a
        security  escrow  account  for six to nine  years,  subject  to  earlier
        release under certain conditions.

                                      F-11

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 5. PARTNERS' CAPITAL (Continued)

        Partnership Limited Partnership Units (Continued)

        The fair value of the units issued to the Original Investors amounted to
        $100,000, based upon a determination made by the Independent Trustees of
        the Trust as of the date of  subscription  for these units  (February 3,
        1998). The determination of the fair value took into  consideration that
        at the  time  of the  subscription  for the  units,  the  Trust  and the
        Partnership  were  development  stage  companies,  with no cash or other
        significant  tangible  assets,  operating  history  or  revenue  and  no
        certainty of successful offerings or future operations; the founders had
        at risk their  initial  capital  contributions  plus certain  additional
        unreimbursed  advances to cover certain offering and operating expenses;
        the founders have significant experience and developed know-how critical
        to the success of the Trust and the Partnership; and the founders' units
        are subject to significant  transfer  restrictions.  The Partnership has
        accounted for the units as being issued and outstanding,  but subject to
        escrow  restrictions,   in  the  accompanying   consolidated   financial
        statements, and has included the units as outstanding in determining the
        weighted average shares outstanding for purposes of calculating net loss
        per share on an  as-converted  basis.  Because  the release of the units
        from escrow is not dependent upon the achievement of any specified level
        of profits, the release of the units from escrow is not considered to be
        compensatory and, accordingly,  no accounting  measurement will be given
        to the release of the units from escrow.

        Under the subscription agreement, the Original Investors agreed to waive
        future   administrative   fees  for  managing   participating   Exchange
        Partnerships;  agreed to assign to the  Partnership the right to receive
        all  residual  economic  rights  attributable  to  the  general  partner
        interests  in  participating  Exchange  Partnerships;  and,  in order to
        permit management of the Exchange Properties by the Partnership,  caused
        the  Exchange  Partnerships  to  cancel  the prior  property  management
        agreements and agreed to forego the right to have a property  management
        firm controlled by the Original Investors assume the property management
        role in  respect  of  properties  in which the Trust or the  Partnership
        invest.

        After the exchange with the limited  partners and assignment of economic
        rights  of  the  general  partner,  the  Partnership  will  control  the
        participating  Exchange  Partnerships  by virtue of its  ownership of at
        least 90% of the  limited  partnership  interests  therein,  which  will
        provide the  Partnership the ability to remove the general partner under
        the  provisions  of the  limited  partnership  agreements  that  limited
        partners holding over 50% of total  partnership  interest have the right
        to remove the general partner.

        Based upon the total Common Shares outstanding as of March 31, 2000, the
        Original   Investors   would  be  entitled  to  exchange  their  limited
        partnership units for a net amount of 162,826 Common Shares.


                                      F-12

<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 6.  NET LOSS PER 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 year. 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 both the three months ended March 31, 2000 and 1999.

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

                                                           Weighted
                                                            Average       Loss
                                              Net Loss       Units      Per Unit
                                              --------       -----      --------
        Three Months Ended March 31, 2000    $( 224,886)   1,902,854     $(.12)
                                              =========    =========     =====

        Three Months Ended March 31, 1999    $( 269,706)   1,720,263     $(.16)
                                              =========    =========     =====


NOTE 7. COMPLETION OF EXCHANGE OFFERING

        In April 2000,  pursuant to a  registration  statement  on Form S-4, the
        Operating  Partnership  completed an exchange  offering  (the  "Exchange
        Offering") under which it acquired  additional  interests in residential
        apartment   properties.   In  the  Exchange   Offering,   the  Operating
        Partnership  issued 2,434,274  registered  Operating  Partnership  Units
        (with  an  initial  assigned  value  of  $24,342,740)  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"),  which directly or
        indirectly  own  equity  and/or  debt  interests  in one or  more  of 26
        residential  apartment  properties located in the southeast and mid-west
        United  States.  Prior to the completion of the Exchange  Offering,  the
        Exchange  Partnerships  were managed by corporate  general partners (the
        "Corporate  General  Partners"),  which  were  controlled  by Gregory K.
        McGrath,  who is the Chief  Executive,  sole stockholder and director of
        the Managing Shareholder of the Trust.

        Following  the  completion  of  the  Exchange  Offering,   the  Exchange
        Partnerships  continue  to own the same  property  interests  they owned
        prior to the  offering;  substantially  all of the  limited  partnership
        interests  in the 23  Exchange  Partnership  are 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
        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  has  assigned  to  the  Operating  Partnership  all of its
        economic  interest in the  partnership;  and Mr. McGrath has 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 owns
        substantially all of the economic interest represented by the equity and
        debt interests owned by the Exchange Partnerships and control management
        of such partnerships.

                                      F-13

<PAGE>


                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)


NOTE 7.  COMPLETION OF EXCHANGE OFFERING (Continued)

        The Exchange  Offering  expired on April 7, 2000. Under the terms of the
        Exchange  Offering,  Exchange Limited Partners in a particular  Exchange
        Partnership were entitled to participate in the offering only if limited
        partners  holding  at  least  90% of the  units of  limited  partnership
        interest  in  that  partnership  affirmatively  elected  to  accept  the
        offering.  Exchange Limited Partners holding  approximately 97.4% of the
        outstanding units of limited  partnership in such partnerships  accepted
        the  offering,  and each of the Exchange  Partnerships  exceeded the 90%
        requirement.  As a result,  following  the  completion  of the  Exchange
        Offering,   the  limited   partnership   interests   of  nine   Exchange
        Partnerships  are owned  entirely by the Operating  Partnership  (in the
        case of nine Exchange Partnership in which all Exchange Limited Partners
        accepted the offering) and substantially all of the limited  partnership
        interests  in the  other  14  Exchange  Partnerships  are  owned  by the
        Operating Partnership,  with the remaining limited partnership interests
        being  retained by Exchange  Limited  Partners who elected not to accept
        the offering or failed to respond to the offering.

                                      F-14

<PAGE>

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

          The  following  discussion  should  be read in  conjunction  with  the
          Consolidated  Financial  Statements of Baron Capital Properties,  L.P.
          (the  "Registrant"  or the  "Operating  Partnership")  and  the  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 Registrant'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
          this Management's Discussion and Analysis or Plan of Operation section
          of this Report,  as well as those  discussed  elsewhere in this Report
          and  from  time to  time  in the  Registrant'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  Registrant
          does not  undertake  any  obligation  to  update  any  forward-looking
          statement to reflect  events or  circumstances  after the date of this
          Report.

          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/or 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.

          In May 1998,  pursuant to a  registration  statement on Form SB-2, the
          Trust  commenced  a public  offering  of  2,500,000  common  shares of
          beneficial  interest  ("Trust Common Shares" or "Common Shares") at an
          offering price of $10.00 per share (maximum  proceeds of  $25,000,000)
          ("Cash Offering").  The Cash Offering is

                                       3

<PAGE>

          scheduled to terminate on May 31, 2000. The Trust has  contributed and
          will continue to contribute to the Operating  Partnership the net cash
          proceeds  from the  issuance  of  Common  Shares  in  exchange  for an
          equivalent number of Operating  Partnership Units. As of May 12, 2000,
          the Trust had sold and/or issued to the public  699,066 Common Shares,
          and the Trust  intends to continue to sell Common  Shares  through the
          termination  of the Cash  Offering.  As of that date,  the Trust owned
          699,076 Operating Partnership Units,  representing  approximately 37 %
          of the then outstanding Units.

          The Trust,  indirectly through the Operating  Partnership,  intends to
          acquire,  own,  operate,  manage  and  improve  residential  apartment
          property  interests  for long-term  ownership,  and thereby to seek to
          maximize current and long-term income and the value of its assets. The
          Operating   Partnership  started  acquiring  interests  in  properties
          including the entire  limited  partnership  interests in 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; and Riverwalk  Apartments (50 two bedroom units
          located in New Smyrna,  Florida) in  September  1998.  In July 1998 it
          acquired a limited  partnership  interest  in 13 real  estate  limited
          partnerships  managed by  affiliates  of Gregory K. McGrath (a founder
          and  Chief   Executive   Officer  of  the  Trust  and  the   Operating
          Partnership).

          During 1998 and 1999, the Trust acquired limited partnership interests
          in Alexandria Apartments which totaled 40% as of December 31, 1999 and
          remained unchanged as of March 31, 2000. The Alexandria Apartments are
          a  168-unit  residential  apartment  property  under  construction  in
          Alexandria,   Kentucky.   Ninety-six  of  the  168  residential  units
          (approximately  57%) have been  completed as of March 31, 2000 and are
          in the rent-up stage.  Eighty-seven  of the completed  units have been
          rented.  The Trust has also  entered  into an  agreement  under which,
          subject  to  certain  conditions,  it  will  acquire  two  residential
          apartment   properties  (totaling  652  units)  under  development  in
          Burlington and Louisville, Kentucky upon completion of construction.

          In addition,  in April 2000,  pursuant to a registration  statement on
          Form S-4, the  Operating  Partnership  completed an exchange  offering
          (the "Exchange Offering") under which it acquired additional interests
          in residential  apartment  properties.  In the Exchange Offering,  the
          Operating  Partnership  issued  2,434,274  registered units of limited
          partnership   interest  in  the  Operating   Partnership   ("Operating
          Partnership  Units" or  "Units")  (with an initial  assigned  value of
          $24,342,740) 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  own  equity  and/or  debt  interests  in one or more of 26
          residential  apartment properties (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

                                       4

<PAGE>

          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.

          Certain of the  Exchange  Partnerships  own direct or indirect  equity
          interests in 16 Exchange  Properties  which consist of an aggregate of
          1,012  residential  units (comprised of studio and one, two, three and
          four-bedroom units).  Certain of the Exchange  Partnerships own direct
          or  indirect  mortgage  interests  in 10  Exchange  Properties,  which
          consist of an aggregate of 813 existing  residential units (studio and
          one and two  bedroom)  and 168  units  (two and three  bedroom)  under
          development.  Of the Exchange Properties, 21 properties are located in
          Florida, three properties in Ohio and one property each in Georgia and
          Indiana.

          Operations  for the Quarter  Ended March 31, 2000  Compared to Quarter
          Ended March 31, 1999 and  Consolidated  Balance Sheets as of March 31,
          2000 Compared to December 31, 1999

          Total  Assets for the  Operating  Partnership  at March 31,  2000 were
          $7,526,041,  representing  a 1%  decrease  in Total  Assets of $64,726
          compared to December 31, 1999.  The  decrease was  principally  due to
          depreciation. Total Liabilities for the Operating Partnership at March
          31,  2000  were  $5,532,257,  representing  a  1%  decrease  in  Total
          Liabilities  of $56,890  compared to December 31, 1999.  This decrease
          resulted  principally from reductions in accounts  payable.  Partners'
          Capital  for  the  Operating   Partnership   at  March  31,  2000  was
          $1,993,784,  representing a less than 1% decrease in Partners' Capital
          of $7,836  compared to December 31, 1999. The decrease was principally
          due to the net loss of $224,886 for the quarter.

          Revenues for the Operating  Partnership in the quarter ended March 31,
          2000 were $255,368, representing a 13% decrease in Revenues of $39,592
          compared to the quarter ended March 31, 1999. Real Estate Expenses for
          the properties owned by the Operating Partnership in the quarter ended
          March 31,  2000 were  $199,516,  representing  a 3%  decrease  in Real
          Estate  Expenses of $5,206  compared  to the  quarter  ended March 31,
          1999.   The  decrease  in  Revenues  and  Real  Estate   Expenses  was
          principally  due  to  increased  equity  in  the  loss  of  Alexandria
          Apartments, which is accounted for on the equity method, and decreased
          personnel costs, respectively.  Administrative Expenses in the quarter
          ended March 31, 2000 were  $280,738,  representing  a 22 % decrease in
          Administrative Expenses of $79,206 compared to the quarter ended March
          31, 1999. The decrease in Administrative  Expenses was principally due
          to reduced  personnel  costs,  offset by an increase  in  professional
          services.

                                       5

<PAGE>

          Liquidity and Capital Resources

          Net Cash Used by Operating  Activities  in the quarter ended March 31,
          2000 was  $118,299,  representing  a 45%  decrease in Net Cash Used by
          Operating  Activities  of $95,989  compared to the quarter ended March
          31, 1999.  The decrease in Net Cash Used by Operating  Activities  was
          principally  due to  lower  reductions  in  accounts  payable  and not
          incurring any amounts due from Baron Capital  Trust.  Net Cash Used in
          Investing  Activities in the quarter ended March 31, 2000 was $11,566,
          representing  a 98% decrease in Net Cash Used by Investing  Activities
          of $662,948 compared to the quarter ended March 31, 1999. The decrease
          in Net  Cash  Used by  Investing  Activities  was  principally  due to
          investments made in the Alexandria Apartments during the first quarter
          of 1999 which were not  repeated in the quarter  ended March 31, 2000.
          Cash Flow from  Financing  Activities  in the quarter  ended March 31,
          2000 was  $150,163,  representing  a 82%  decrease  in Cash  Flow from
          Financing  Activities of $ 688,929 compared to the quarter ended March
          31, 1999.  The  decrease in Cash Flow from  Financing  Activities  was
          principally  due to reduced sales of common shares in the Trust's Cash
          Offering.

          The  Operating  Partnership  expects to continue  receiving  Partners'
          capital  contributions under the Trust's Cash Offering pursuant to its
          current  prospectus  dated  June 11,  1999,  as it may be  amended  or
          supplemented,  until the termination  date of the offering,  presently
          scheduled  to be May 31,  2000.  As of May  12,  2000,  the  Operating
          Partnership   has  received   Partners'   capital   contributions   of
          $5,400,540.  The  Operating  Partnership  will use the future net cash
          proceeds of the Cash Offering,  unissued units of limited  partnership
          interest in the Operating  Partnership  or a  combination  of net cash
          proceeds  and  unissued  units to  acquire  interests  in  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.

          Because of the net losses of  $2,641,250  and  $1,108,870  in 1999 and
          1998,   respectively;   the  $975,305  in  accounts  payable  owed  to
          professionals in connection with the Exchange  Offering as of December
          31, 1999,  and the limited  liquid  resources as of December 31, 1999,
          the  Operating   Partnership's   independent   auditors   included  an
          explanatory  paragraph  in their  auditors'  report to reflect a going
          concern  contingency.  The  completion  in April 2000 of the  Exchange
          Offering  described above has, in the opinion of management,  provided
          the critical mass necessary for profitable  operations.  The Operating
          Partnership  is  negotiating  with the  firms  who are  owed  accounts
          payable,  and expects to receive  extended  payment terms and possible
          reductions  of the  amounts  due.  Distributions  will  be made by the
          Operating  Partnership  as cash flow  allows,  but will be  negatively
          impacted as the open accounts payable are reduced.

          The Trust and the Operating  Partnership intend to continue to acquire
          similar  property  interests  using  proceeds  from the  Trust's  Cash
          Offering,  securities  of the  Trust  and

                                       6

<PAGE>

          the Operating  Partnership,  including  Common  Shares and Units,  and
          available operating cash flow and financing from other sources.

          The operating results of the Trust and the Operating  Partnership will
          depend primarily upon income from the residential apartment properties
          in which  they  directly  or  indirectly  own or  acquire an equity or
          subordinated mortgage 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
          Trust and the Operating Partnership 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 and
          are expected to continue to experience  such increases for the next 18
          months based on market  statistics made available to management of the
          Operating Partnership in terms of occupancy rates, supply, demographic
          factors,  job growth rates and recent rental  trends.  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 and are  expected to increase at the rate of  inflation  for the
          next  18  months.  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  believes  that  known  trends,  events or
          uncertainties  which  will or are  reasonably  likely  to  affect  the
          short-term and long-term liquidity and current and future prospects of
          the Trust and the Operating Partnership include the performance of the
          economy and the building of new  apartment  communities.  Although the
          Operating  Partnership  cannot  reliably  predict the effects of these
          trends,  events and  uncertainties on the property  investments of the
          Trust and the Operating Partnership as a whole, some of the reasonably
          anticipated  effects might include  downward  pressure on rental rates
          and occupancy levels.

          Generally,  there are no  seasonal  aspects of the  operations  of the
          Trust or the Operating  Partnership which 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

                                       7

<PAGE>

          Offering has had an average  occupancy  rate of 88% for nine months of
          the year and 61% for the remaining three months of the year.

          Subject to the  foregoing  discussion,  management  believes  that the
          Trust and the Operating  Partnership have the ability to satisfy their
          cash requirements for the foreseeable future.  However, the Trust will
          continue the Cash Offering through May 31, 2000, subject to extension,
          and it will also be necessary to raise  additional  capital during the
          12-month period  following the completion of the Cash Offering to make
          acquisitions and to meet management's revenue and cash flow goals. The
          Trust and the Operating  Partnership  intend to investigate  making an
          additional  public or private  offering of Common  Shares and/or Units
          within  the  12-month  period  following  the  completion  of the Cash
          Offering.

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

          Year 2000

          The computer  systems of the Trust and the Operating  Partnership have
          been  tested for year 2000  problems  and the Trust and the  Operating
          Partnership  believe that such systems are year 2000  compatible.  The
          Trust and the Operating  Partnership have not experienced any material
          year 2000 problems so far in 2000. It is possible,  however,  that the
          computer  systems  of the  Trust  and the  Operating  Partnership  and
          certain computer systems or software products of their suppliers could
          experience  year 2000 problems and that such problems could  adversely
          affect them. With respect to their own computer systems, the Trust and
          the Operating  Partnership  have upgraded  their  principal  operating
          computer software to the most recent available  revision sold by their
          software supplier,  which the supplier has represented to be year 2000
          compliant.  The Trust and the Operating  Partnership believe that such
          upgrade  will solve any year 2000  problems  that could  affect  their
          operating  software.  The failure to identify  and solve all year 2000
          problems  affecting their business could have an adverse effect on the
          business,  financial  condition and results of operations of the Trust
          and the Operating Partnership.

                                       8

<PAGE>

                           PART II - OTHER INFORMATION


Item 1.   Legal Proceedings

          The  Registrant  is a claimant in the  Georgia  Pacific  class  action
          lawsuit. It is not a party to any other legal proceeding.


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 27--Financial Data Schedule.

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


                                       9

<PAGE>

     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 19, 2000

                                      BARON CAPITAL PROPERTIES, L.P.

                                      By: Baron Capital Trust, General Partner

                                      By: /s/  Gregory K. McGrath
                                          -----------------------
                                          Gregory K. McGrath
                                          Chief Executive Officer

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






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