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

                                   Form 10-QSB

(Mark One)

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

      For the quarterly period ended September 30, 2002

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

        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 3,306,723 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>
                                                                              September 30,     December 31,
                                                                                   2002             2001
                                                                                   ----             ----
                                                                               (Unaudited)
<S>                                                                           <C>               <C>
                                      ASSETS
                                      ------
Rental Apartments:
 Land                                                                         $  4,986,900      $  4,986,900
 Rental property held for sale                                                   1,529,564         3,171,564
 Depreciable property                                                           24,055,138        23,968,683
                                                                              ------------      ------------
                                                                                30,571,602        32,127,147
 Less accumulated depreciation                                                   4,059,163         3,228,396
                                                                              ------------      ------------
                                                                                26,512,439        28,898,751

Cash and Cash Equivalents                                                          989,637         1,426,375
Restricted Cash                                                                    658,243           330,279
Receivables from Affiliates                                                      6,647,765         6,430,940
Other Property and Equipment                                                        34,513           106,321
Other Assets                                                                       716,473           875,673
                                                                              ------------      ------------
                                                                              $ 35,559,070      $ 38,068,339
                                                                              ============      ============

                        LIABILITIES AND PARTNERS' CAPITAL
                        ---------------------------------
Liabilities:
  Mortgages payable                                                           $ 19,823,498      $ 20,049,005
  Mortgages payable - rental property held for sale                              1,455,201         3,112,020
  Accounts payable and accrued liabilities                                         883,763           948,224
  Notes payable                                                                  2,068,366         1,852,136
  Payables to affiliates                                                         1,144,569         1,173,240
  Security deposits                                                                247,958           221,911
                                                                              ------------      ------------
     Total liabilities                                                          25,623,355        27,356,536
                                                                              ------------      ------------

Partners' Capital:
  General partner; issued and outstanding, 33,381 and 41,002 units                (122,575)          (67,248)
  Limited partners; issued and outstanding, 3,306,723 and 4,059,217 units       10,058,290        10,779,051
                                                                              ------------      ------------
     Total partners' capital                                                     9,935,715        10,711,803
                                                                              ------------      ------------
                                                                              $ 35,559,070      $ 38,068,339
                                                                              ============      ============
</TABLE>

                 See notes to consolidated financial statements.


                                       F-1
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                            Nine Months Ended                Three Months Ended
                                                              September 30,                     September 30,
                                                          2002             2001             2002             2001
                                                          ----             ----             ----             ----
<S>                                                   <C>              <C>              <C>              <C>
Revenues:
 Property:
  Rental                                              $ 4,068,791      $ 4,234,132      $ 1,347,876      $ 1,289,137
 Interest and other income                                791,887        1,086,763          273,368          416,029
                                                      -----------      -----------      -----------      -----------
                                                        4,860,678        5,320,895        1,621,244        1,705,166
                                                      -----------      -----------      -----------      -----------

Real Estate Expenses:
 Depreciation                                             800,528          853,972          326,465          357,881
 Amortization of loan costs                                61,184           69,753           14,367           30,667
 Interest                                               1,415,651        1,344,748          444,384          329,446
 Repairs and maintenance                                  708,179          827,543          257,503          424,804
 Personnel                                                562,501          614,089          188,789          187,092
 Property taxes                                           346,551          381,152          115,809          117,319
 Property insurance                                       116,854           96,498           38,285           30,943
 Utilities                                                316,197          409,509          106,781          121,328
 Other                                                    368,321          321,142          196,977          194,632
                                                      -----------      -----------      -----------      -----------
                                                        4,695,966        4,918,406        1,689,360        1,794,112
                                                      -----------      -----------      -----------      -----------

Administrative Expenses:
 Personnel, including officer's compensation              298,977          438,381           97,422          133,852
 Professional services                                    218,527           59,931           45,749           (9,014)
 Other                                                    471,413          401,809          171,248          155,899
                                                      -----------      -----------      -----------      -----------
                                                          988,917          900,121          314,419          280,737
                                                      -----------      -----------      -----------      -----------

Loss Before Other Expenses and Extraordinary Item        (824,205)        (497,632)        (382,535)        (369,683)
                                                      -----------      -----------      -----------      -----------

Other (Income) Expenses:
 Income from loan discount repayment                           --         (400,881)              --         (400,881)
 Provision (recovery) for loan losses                      39,996         (465,514)         (54,383)        (465,514)
 Mortgage prepayment penalties                                 --          827,013               --          292,938
 Write-off of loan costs on refinanced loans                   --          176,769               --           28,539
(Gain) / Loss on investment held for sale                 (19,571)         210,854          (19,571)              --
                                                      -----------      -----------      -----------      -----------
                                                           20,425          348,241          (73,954)        (544,918)
                                                      -----------      -----------      -----------      -----------

Income (Loss) Before Extraordinary Item                  (844,630)        (845,873)        (308,581)         175,235
                                                      -----------      -----------      -----------      -----------

Extraordinary Items - Extinguishment of Debt:
 Non-affiliates                                           136,422               --          136,422               --
 Affiliates                                                    --        1,267,755               --          135,746
 Former chief executive officer                                --          111,500               --               --
                                                      -----------      -----------      -----------      -----------
                                                          136,422        1,379,255          136,422          135,746
                                                      -----------      -----------      -----------      -----------

Net Income (Loss)                                     $  (708,208)     $   533,382      $  (172,159)     $   310,980
                                                      ===========      ===========      ===========      -----------

Net Income (Loss) per Partnership unit:
 Extraordinary Item                                   $     (0.23)     $     (0.21)     $     (0.09)     $      0.04
 Extinguishment of Debt                                      0.04             0.34             0.04             0.04
                                                      -----------      -----------      -----------      -----------

 Net Income (Loss)                                    $     (0.19)     $      0.13      $     (0.05)     $      0.08
                                                      ===========      ===========      ===========      ===========

Weighted Average Number of Units Outstanding            3,811,442        4,034,217        3,554,372        4,034,217
                                                      ===========      ===========      ===========      ===========
</TABLE>


                 See notes to consolidated financial statements.


                                       F-2
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          Nine Months Ended
                                                                                            September 30,
                                                                                        2002             2001
                                                                                        ----             ----
<S>                                                                                 <C>              <C>
Cash Flows from Operating Activities:
 Net (Loss) Income                                                                  $  (708,208)     $   533,382
 Adjustments to reconcile net (loss) income to net cash and
  cash equivalents provided by (used in) operating activities:
    Gain on extinguishment of debt                                                     (136,422)      (1,483,974)
    Depreciation                                                                        816,120          853,972
    Write-off of related party notes receivable                                              --         (465,514)
    (Gain) Loss on sale of asset held for investment                                    (19,571)         210,854
    Amortization of loan costs                                                           61,184           69,753
    Provision for loan losses                                                            39,996               --
    Write-off of loan costs on refinanced mortgages                                          --          176,769
    Changes in operating assets and liabilities:
     Increase in operating assets:
       Other assets                                                                     (75,941)         (89,253)
     Increase (decrease) in operating liabilities:
       Accounts payable and accrued liabilities                                        (155,257)        (562,617)
       Security deposits                                                                 26,047           16,942
       Accrued interest payable, affiliates                                             178,955               --
                                                                                    -----------      -----------
          Net cash and cash equivalents provided by (used in) operating
            activities                                                                   26,903         (739,685)
                                                                                    -----------      -----------

Cash Flows from Investing Activities:
 Proceeds from sale of investment held for sale                                       1,400,000        3,424,146
 Additions to rental apartments                                                              --         (119,629)
 Other                                                                                       --            3,943
 Increase in restricted cash                                                           (327,964)        (251,431)
                                                                                    -----------      -----------
          Net cash and cash equivalents provided by investing activities              1,072,036        3,057,029
                                                                                    -----------      -----------

Cash Flows from Financing Activities:
 Proceeds from mortgage refinancings                                                         --        8,095,000
 Payments on mortgages payable                                                       (1,664,162)      (8,400,007)
 Proceeds from (payments on) notes payable                                              216,230         (342,974)
 Decrease in loans payable to affiliates, net                                           (87,745)        (127,540)
                                                                                    -----------      -----------
          Net cash and cash equivalents used in financing activities                 (1,535,677)        (775,521)
                                                                                    -----------      -----------

Net (Decrease) Increase in Cash and Cash Equivalents                                   (436,738)       1,541,823

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

Cash and Cash Equivalents, Ending                                                   $   989,637      $ 1,562,646
                                                                                    ===========      ===========

Supplemental Disclosure of Cash Flow Information:
 Cash paid for mortgage and other interest                                          $ 1,415,651      $ 1,344,748
                                                                                    ===========      ===========

Noncash financing activities:
 Units issued to settle debt                                                        $    32,120      $        --
                                                                                    ===========      ===========
 Surrender of escrowed limited partnership units                                    $  (100,000)     $        --
                                                                                    ===========      ===========
</TABLE>


                 See notes to consolidated financial statements.


                                       F-3
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

          The unaudited consolidated condensed balance sheet as of September 30,
          2002, and the related unaudited consolidated condensed statements of
          operations for the three and nine months ended September 30, 2002 and
          2001, and the unaudited consolidated condensed statements of cash
          flows for the nine months ended September 30, 2002 and 2001 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 September 30, 2002 and for the
          periods presented, have been made. The results of operations for the
          three and nine months ended September 30, 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 accounting principles
          generally accepted in the United States 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"), a Delaware business
          trust. The Trust owns all of the outstanding stock of BARCAP Realty
          Services Group, Inc., the Trust's Taxable REIT Subsidiary (the "TRS").
          (The Partnership, the Trust and the TRS are referred to hereinafter
          collectively as the "Company".) Together they constitute an affiliated
          real estate company whose business is to acquire, own, operate, manage
          and improve equity and debt interests in residential apartment
          properties located in the United States for long-term ownership, and
          thereby seek to maximize current and long-term income and the value of
          its assets. As its general partner, the Trust controls the operations
          of the Partnership. The Partnership conducts all of the Trust's real
          estate operations and holds title to all property interests acquired.
          The TRS manages residential apartment properties for third party
          owners and shares space with the Partnership.

          The Trust also owns the largest limited partnership interest in the
          Partnership. As of September 30, 2002, the Trust owned 978,767 units
          of limited partnership interest ("Units") in the Partnership (or
          approximately 23% of the then outstanding Units). Such Units represent
          Units acquired by the Trust from the Partnership with the net proceeds
          from the Trust's Cash Offering completed in May 2000 and Units
          assigned to the Trust by holders of Units who have elected to convert
          their Units into common shares of beneficial interest ("Trust Shares")
          in the Trust since the completion of the Partnership's Exchange
          Offering in April 2000. Limited partners of the Partnership (other
          than the Trust) hold Units that are convertible by them into Trust
          Shares on a one-for-one basis, subject to certain limitations. 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 Partnership. The Trust, which like the
          Partnership is an SEC reporting company, has elected to be taxed as a
          real estate investment trust (REIT) for federal income tax purposes.

          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


                                       F-4
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization (cont'd)

          any time to such persons and on such terms and conditions as the Trust
          may determine in its sole and absolute discretion. Since Units are
          exchangeable by Unitholders into an equivalent number of Trust Shares,
          the maximum number of Units that may be issued by the Partnership is
          limited to the number of authorized Trust Shares, which is 25,000,000,
          less Trust Shares issued by the Trust directly, excluding Trust Shares
          issued in exchanges of Units for Trust Shares.

          The accompanying consolidated financial statements include the
          accounts of the Partnership and 25 controlled limited partnerships
          that at September 30, 2002 had an indirect equity and/or debt interest
          in 26 apartment communities.

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

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

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

          In May 2002, the FASB issued SFAS No. 145, "Rescission of FASB
          Statements Nos. 4, 44, and 64, Amendment of FASB Statement No. 13, and
          Technical Corrections as of April 2002." Adoption of the standard is
          generally required in the fiscal year beginning after May 15, 2002,
          with certain provisions becoming effective for financial statements
          issued on or after May 15, 2002. Under the standard, transactions
          currently classified by the Partnership as extraordinary items will no
          longer be treated as such but instead will be reported as other
          non-operating income or expenses. The Partnership believes that the
          adoption of this statement will not have a significant impact on the
          results of operations or financial position of the Partnership. Those
          provisions effective for financial statements issued on or after May
          15, 2002 were adopted by the Partnership and had no significant impact
          on the Partnership.

          In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
          Associated with Exit or Disposal Activities." This statement addresses
          financial accounting and reporting for costs associated with exit or
          disposal activities. SFAS 146 will become effective January 1, 2003.
          The Company believes that the adoption of this statement will not have
          a significant impact on the results of operations or financial
          position of the Company.

NOTE 3. SALE OF PROPERTY

          On August 14, 2002, the Board of Trustees of the Trust agreed to sell
          Stadium Club Apartments (Stadium Club), a 223-unit student housing
          development located in Statesboro, Georgia, for $1,400,000 plus
          payment by the purchaser of approximately $221,000 in real estate
          brokerage fees and other expenses of the Partnership. The decision to
          sell Stadium Club was based on the property's lack of performance, its
          saturated market and its continuing need for cash to operate. On
          September 30, 2002, the Partnership consummated the sale of Stadium
          Club resulting in a gain on the sale of $19,571.


                                       F-5
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 3. SALE OF PROPERTY (cont'd)

          The results of operations of Stadium Club for the nine months ended
          September 30, 2002 were as follows:

          Rental and other income                 $ 195,610
            Expenses                                317,075
                                                  ---------
             Net Loss                             $(121,465)
                                                  =========

          In connection with the sale, various notes to non-affiliated parties
          were extinguished resulting in an extraordinary gain of $136,422.

NOTE 4. COMMITMENTS AND CONTINGENCIES

          In 1998, former management caused the Trust to co-guarantee (together
          with Gregory K. McGrath, a founder and the former Chief Executive
          Officer of the Partnership and the Trust) a first mortgage
          construction loan secured by a residential apartment property referred
          to as Burgundy Hills Apartments under development in Florence,
          Kentucky (Cincinnati metropolitan area). The Trust, as guarantor, may
          have a contingent liability for the full outstanding amount of the
          loan, which as of October 1, 2001 was $6,478,000.

          Burlington Residential, Ltd., the owner of the Burgundy Hills
          Apartments project (the "Borrower"), defaulted on the first mortgage
          loan and a separate subordinated mezzanine loan secured by all equity
          interests in the Borrower. The owner of the mezzanine loan filed a
          legal action to levy on the security interest, was awarded control of
          all equity interests in the Borrower and rental payments from the
          property, and took over day-to-day management and development of the
          property. It also later acquired the first mortgage loan from the
          original lender.

          According to its counsel, the current owner of the loans,
          Burgundy-Boone, LLC, an Illinois limited liability company, and its
          construction partner, Wallick Management Company (a construction and
          property management firm in Central Ohio), intend to complete
          construction of the Burgundy Hills Apartments project and then sell
          it. They appear to have completed construction on the last building in
          the first phase of the development and have listed the property for
          sale.

          Due to the uncertainty as to the status of the first mortgage loan and
          mezzanine loan and as to the actions and intentions of Burgundy-Boone,
          LLC, and due to the Trust's inability to verify all information it has
          received from other parties, the Trust's exposure on the guaranty is
          currently uncertain.

NOTE 5. NET INCOME (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.


                                       F-6
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 5. NET INCOME (LOSS) PER PARTNERSHIP UNIT (cont'd)

          Basic net income (loss) per unit equals net income (loss) divided by
          the weighted average units outstanding during the period. The
          computation of diluted net income (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 and nine months ended September 30, 2002 and 2001.

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

<TABLE>
<CAPTION>
                                                                                    Net
                                                          Net                      Income
                                                        Income       Weighted      (Loss)
                                                        (Loss)     Average Units  Per Unit
                                                        ------     -------------  --------

          For the three months ended September 30:
<S>                                                   <C>            <C>           <C>
            2002                                      $(172,159)     3,554,372     $(0.05)
                                                      =========      =========     ======
            2001                                      $ 310,980      4,034,217     $ 0.08
                                                      =========      =========     ======

          For the nine months ended September 30:

            2002                                      $(708,208)     3,811,442     $(0.19)
                                                      =========      =========     ======
            2001                                      $ 533,382      4,034,217     $ 0.13
                                                      =========      =========     ======
</TABLE>

NOTE 6. SETTLEMENT AGREEMENTS

          In the second and third quarters of 2002, the Trust and the Operating
          Partnership entered into separate settlement agreements with Gregory
          K. McGrath and Robert S. Geiger, the founders and former Chief
          Executive Officer and Chief Operating Officer of the Trust and the
          Operating Partnership, respectively. Pursuant to the agreements, each
          of them forfeited all 378,873 Operating Partnership Units he acquired
          and agreed to place in escrow in connection with the formation of the
          Trust and the Operating Partnership, in exchange for a limited release
          from liability in connection with the acquisition and operation of the
          Alexandria and Riverwalk properties (and, in the case of Mr. McGrath,
          from an additional immaterial liability). The terms of the settlement
          agreements are subject to confidentiality agreements, but management
          believes the terms to be of substantial benefit to the Company. As a
          result of the agreements, neither Mr. McGrath nor Mr. Geiger has any
          further interest in either the Trust or the Operating Partnership. In
          addition, because the settlements reduced the number of Units
          outstanding by a total of 757,746 Units, current holders of Units
          realized an appreciation in net book value per unit of approximately
          23%.


                                       F-7
<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", the "Operating Partnership" or the "Partnership")
          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 and the Trust'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 the 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
          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.

          Operating Results

          Background Information

          Baron Capital Properties, L.P. (the "Operating Partnership"), a
          Delaware limited partnership, and its general partner, Baron Capital
          Trust (the "Trust"), a Delaware business trust, began operations in
          1998. (The Trust, the Operating Partnership, and BARCAP Realty
          Services Group, Inc., the Trust's Taxable REIT Subsidiary ("TRS"), are
          referred to hereinafter collectively as the "Company".) Together they
          constitute an affiliated real estate company whose business purpose is
          to acquire, own, operate, manage and improve equity and debt interests
          in residential apartment properties located in the United States for
          long-term ownership, and thereby seek to maximize current and
          long-term income and the value of its assets. As its general partner,
          the Trust controls the activities of the Operating Partnership. The
          Operating Partnership conducts all of the Trust's real estate
          operations and holds title to all property interests acquired.


                                        3
<PAGE>

          The TRS manages residential apartment properties for third party
          owners, and shares personnel and space with the Operating Partnership.

          The Trust also owns the largest limited partnership interest in the
          Operating Partnership. As of November 11, 2002, the Trust owned
          978,767 units of limited partnership interest ("Units") in the
          Operating Partnership (or approximately 23% of the then outstanding
          Units). Such Units represent Units acquired by the Trust from the
          Operating Partnership with the net proceeds from the Trust's Cash
          Offering (described below) and Units assigned to the Trust by holders
          of Units who have elected to convert their Units into common shares of
          beneficial interest ("Trust Shares") in the Trust since the completion
          of the Operating Partnership's Exchange Offering (described below).
          Limited partners of the Operating Partnership (other than the Trust)
          hold Units that are convertible by them into Trust Shares on a
          one-for-one basis, subject to certain limitations. 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. The Trust, which like
          the Operating Partnership is an SEC reporting company, has elected to
          be taxed as a real estate investment trust (REIT) for federal income
          tax purposes.

          The Operating Partnership (through ownership of all or substantially
          all of the equity interests in single purpose limited partnerships)
          owns equity interests in 16 properties or phases of properties,
          consisting of 925 residential apartment units (comprised of studio,
          one, two and three bedroom units). In addition, the Operating
          Partnership indirectly owns subordinated mortgage and other debt
          interests in nine properties or phases of properties consisting of 559
          existing residential apartment units (studio and one and two bedroom
          units). Twenty-two properties or phases of properties are located in
          Florida, two properties are located in Ohio and one property is
          located in Indiana.

          The Operating Partnership acquired equity interests in four properties
          with the net cash proceeds from the Trust's sale of 702,076 Trust
          Shares in a registered public offering (the "Cash Offering") completed
          in May 2000. The Trust contributed the net cash proceeds from the Cash
          Offering ($5,467,858) to the Operating Partnership in exchange for an
          equivalent number of Units (702,076).

          In April 2000, the Operating Partnership acquired its remaining equity
          and debt property interests in its registered exchange offering (the
          "Exchange Offering"). In the Exchange Offering, the Operating
          Partnership issued 2,449,492 registered Units in exchange for
          substantially all outstanding units of limited partnership interest
          owned by individual limited partners in 23 limited partnerships. The
          partnerships directly or indirectly owned separate equity and/or debt
          interests in one or more of 25 residential apartment properties and
          one condominium apartment property.

          Initiatives of New Management

          In the second half of 2000, the Trust replaced former management.
          Since that time, the new management team appointed by the Board of
          Trustees has reviewed operations and


                                        4
<PAGE>

          implemented several initiatives to improve the operating results of
          the Operating Partnership's properties. So far in 2002, the Company
          has achieved the financial targets of its 12-month operating plan
          proposed by management and adopted by the Board of Trustees.
          Management has also implemented several cost saving measures,
          including the consolidation of its principal offices to Lakeland,
          Florida and the sale or refinancing of certain of its properties.

          In the first three quarters of 2001, new management refinanced four
          well performing properties that had small loans in relation to their
          value. The refinancings generated approximately $1,875,000 of cash for
          the Operating Partnership, were completed at interest rates lower than
          the prior interest rates, and permitted the Company to pay down
          accounts payable, including those owed to professionals for services
          performed in connection with the Exchange Offering, and set up a
          reserve.

          As part of the Company's ongoing operations, management identified
          three properties whose recent performance negatively impacted
          operating results and it recommended the immediate disposition of
          these properties. Accordingly, in April 2001 and September 2002, the
          Operating Partnership sold its interests in two properties (Glen
          Lakes, a 144-unit residential apartment property located in St.
          Petersburg, Florida, and Stadium Club, a 223-unit student apartment
          property located in Statesboro, Georgia). The Operating Partnership
          sold the properties because the revenue from their operations did not
          cover operating expenses and they required substantial and frequent
          cash infusions. The Company has recently received an offer to purchase
          the third property (Steeplechase) and is in negotiations with the
          potential buyer and the first mortgage lender.

          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 the Trust Shares on a recognized
          securities exchange. Additional size is also desirable to give the
          Operating Partnership and the Trust the operating margin necessary to
          support the professional management team necessary for ensuring an
          optimum level of performance.

          The Operating Partnership has also initiated billing tenants for their
          water used at several locations and intends to continue implementation
          of the strategy at other properties as the markets permit.

          As a result of the proven success of the Company's field management
          team and the Company's investment in state-of-the-art accounting
          software, the Trust's Taxable REIT Subsidiary has been successful in
          attracting and retaining a variety of fee management business from
          four outside property owners that control 1,263 apartment units, and
          the growth of the outside management business remains an objective for
          the rest of 2002.

          In October 2002, the Trustees of the Trust, together with management,
          adopted a strategy for the year ahead which includes:


                                        5
<PAGE>

          o    sustaining the level of financial performance achieved in 2002,

          o    building a climate of trust with Trust shareholders and Operating
               Partnership unitholders, and

          o    evaluating the current asset base to determine opportunities for
               additional value through property modernization.

          Management believes that the actions presently being taken provide the
          long-term opportunity to improve the Company's profitability and
          liquidity. Consistent with the philosophy of the Company's Chief
          Executive Officer, a series of informal communications to registered
          Shareholders of the Trust and Unit holders of the Operating
          Partnership was begun in late 2000. The favorable response generated
          by these communications has resulted in management organizing a
          regular quarterly informal communication beginning in the second
          quarter of 2002.

          Operations for the Nine Months Ended September 30, 2002 Compared to
          the Nine Months Ended September 30, 2001

          Rental revenues decreased by $165,341 from $4,234,132 for the nine
          months ended September 30, 2001 to $4,068,791 for the nine months
          ended September 30, 2002. The decrease in rental revenues was the
          result of the general downturn in the U.S. economy, which has
          translated into a softer apartment rental market, and the sale of the
          Glen Lakes property in April 2001. Interest and other income decreased
          by $294,876 from $1,086,763 for the nine months ended September 30,
          2001 to $791,887 for the nine months ended September 30, 2002. The
          decrease was primarily due to the pay down of notes receivable owed to
          the Partnership by properties which were refinanced in 2001. Real
          Estate Expenses for the properties owned by the Partnership decreased
          by $222,440 from $4,918,406 for the nine months ended September 30,
          2001 to $4,695,966 for the nine months ended September 30, 2002. The
          reduction in Real Estate Expenses was principally due to termination
          of the Glen Lakes property expenses upon the sale of the property,
          offset by increased interest expense occasioned by the higher level of
          first mortgages on the properties refinanced in 2001. Administrative
          Expenses increased by $88,796 from $900,121 for the nine months ended
          September 30, 2001 to $988,917 for the nine months ended September 30,
          2002, primarily due to the credits and adjustments made in
          Professional services in the nine months ended September 30, 2001.
          Other Expenses for the nine months ended September 30, 2002 were
          $20,425. This expense is the result of an adjustment in the provision
          for loan losses on mortgage notes receivable offset by a gain of
          $19,571 from the sale of the Stadium Club apartments. The
          Partnership's Net Loss for the nine months ended September 30, 2002
          was $708,208 compared to Net Income of $533,382 for the nine months
          ended September 30, 2001. The difference is primarily attributable to
          the $1,379,255 extinguishment of debt in 2001, related primarily to
          the sale of the Glen Lakes property.


                                       6
<PAGE>

          Operations for the Three Months Ended September 30, 2002 Compared to
          the Three Months Ended September 30, 2001

          Rental revenues increased by $58,739 from $1,289,137 for the three
          months ended September 30, 2001 to $1,347,876 for the three months
          ended September 30, 2002. The increase in rental revenues was
          primarily the result of rent increases. Interest and other income
          decreased by $142,661 from $416,029 for the three months ended
          September 30, 2001 to $273,368 for the three months ended September
          30, 2002, due primarily to the pay down of notes receivable owed to
          the Partnership by properties which were refinanced in 2001. Real
          Estate Expenses for the properties owned by the Partnership decreased
          by $104,752 from $1,794,112 for the three months ended September 30,
          2001 to $1,689,360 for the three months ended September 30, 2002. The
          reduction in Real Estate Expenses was principally due to a decrease in
          required repairs and maintenance. Administrative Expenses increased by
          $33,682 from $280,737 for the three months ended September 30, 2001 to
          $314,419 for the three months ended September 30, 2002, primarily due
          to decreased personnel expenses, offset by increased professional
          services and other administrative expenses. Professional expenses in
          the three months ended September 30, 2001 had a credit balance due to
          adjustments reducing expenses booked in earlier periods. Other income
          for the three months ended September 30, 2002 decreased by $470,964
          from $544,918 to $73,954. The decrease was primarily due to income in
          2001 related to the mortgage refinancings, and recovery in 2001 of
          provision for loan losses on mortgage notes receivable. The
          Partnership's Net Loss for the three months ended September 30, 2002
          was $172,159 compared to Net Income of $310,980 for the three months
          ended September 30, 2001.

          Liquidity and Capital Resources

          Net Cash Provided by Operating Activities increased by $766,588 from
          $739,685 cash used in the nine months ended September 30, 2001 to
          $26,903 cash provided in the nine months ended September 30, 2002. The
          decrease in Net Cash Used in Operating Activities was principally due
          to the recognition of extinguishment of debt associated with the Glen
          Lakes sale in 2001, and the $562,617 reduction in accounts payable in
          2001. Net Cash Provided by Investing Activities decreased $1,984,993
          from $3,057,029 cash provided in the nine months ended September 30,
          2001 to $1,072,036 cash provided in the nine months ended September
          30, 2002. The decrease was principally due to the recognition of cash
          proceeds associated with the sale of Glen Lakes in 2001 compared to
          recognition of cash proceeds associated with the sale of Stadium Club
          Apartments in 2002. Net Cash Used in Financing Activities increased by
          $760,156 from $775,521 cash used in the nine months ended September
          30, 2001 to $1,535,677 cash used in the nine months ended September
          30, 2002. The increase was primarily due to the proceeds recorded from
          mortgage refinancings in 2001.

          During the first nine months of 2002, the Partnership generated Funds
          From Operations (Funds from Operations is a measure of profitability
          in the REIT industry, which is measured as Income (Loss) Before Other
          Expenses and Extraordinary Item less Depreciation and Amortization of
          loan costs) of approximately $37,507 compared to Funds From


                                       7
<PAGE>

          Operations of approximately $426,093 during the first nine months of
          2001. The $388,586 decrease is primarily due to the reduction of
          accrued Interest and other income, stemming from the refinancing of
          properties in 2001 which reduced the amounts owed to the Partnership.

          Other Developments

          In 2000, the Operating Partnership wrote off its $1,285,000 investment
          in a 40% equity interest in Alexandria Development, L.P. (the
          "Alexandria Partnership"), the owner of the Alexandria Property, due
          to the defaults on indebtedness, recurring losses incurred by the
          property, contingent liabilities under an equipment lease, a partners'
          deficiency, and an updated appraisal that valued the property at an
          amount less than the total liabilities owed.

          The Operating Partnership originally acquired its interest in the
          Alexandria Partnership from an affiliate of Gregory K. McGrath, a
          founder and the former Chief Executive Officer of the Trust and the
          Operating Partnership. In September 2001, Mr. McGrath caused his
          affiliates to assign the remaining 60% limited partnership interest in
          the Alexandria Partnership and certain other property interests to
          Sigma Renaissance Corporation ("Sigma"), a Michigan corporation
          controlled by Jerome S. Rydell, a member of the Board of Trustees of
          the Trust. Sigma also became the managing general partner of the
          Alexandria Partnership and other partnerships owning the assigned
          properties.

          Sigma recently caused the Alexandria Partnership to file for
          bankruptcy protection. The lender, however, was successful in lifting
          the automatic stay in the bankruptcy proceeding. As a result, in the
          second quarter of 2002, the bankruptcy proceeding was dismissed and
          the lender foreclosed on the property and sold it.

          In 1998, former management caused the Trust to co-guarantee (together
          with Mr. McGrath) a first mortgage construction loan secured by a
          residential apartment property referred to as Burgundy Hills
          Apartments under development in Florence, Kentucky (Cincinnati
          metropolitan area). The Trust, as guarantor, may have a contingent
          liability for the full outstanding amount of the loan, which as of
          October 1, 2001 was $6,478,000.

          Burlington Residential, Ltd., the owner of the Burgundy Hills
          Apartments project (the "Borrower"), defaulted on the first mortgage
          loan and a separate subordinated mezzanine loan secured by all equity
          interests in the Borrower. The owner of the mezzanine loan filed a
          legal action to levy on the security interest, was awarded control of
          all equity interests in the Borrower and rental payments from the
          Pproperty, and took over day-to-day management and development of the
          property. It also later acquired the first mortgage loan from the
          original lender.

          According to its counsel, the current owner of the loans,
          Burgundy-Boone, LLC, an Illinois limited liability company, and its
          construction partner, Wallick Management Company (a construction and
          property management firm in Central Ohio), intend to


                                       8
<PAGE>

          complete construction of the Burgundy Hills Apartments project and
          then sell it. They appear to have completed construction on the last
          building in the first phase of the development and have listed the
          property for sale.

          Due to the uncertainty as to the status of the first mortgage loan and
          mezzanine loan and as to the actions and intentions of Burgundy-Boone,
          LLC, and due to the Trust's inability to verify all information it has
          received from other parties, the Trust's exposure on the guaranty is
          currently uncertain.

          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 former management involved
          improper conduct. The Board has used the preliminary findings for
          discussions with former management of the Trust concerning the
          transactions and to investigate the rights and obligations of the
          Trust and the Operating Partnership in connection therewith.

          In the second and third quarters of 2002, the Trust and the Operating
          Partnership entered into separate settlement agreements with Gregory
          K. McGrath and Robert S. Geiger, the founders and former Chief
          Executive Officer and Chief Operating Officer of the Trust and the
          Operating Partnership, respectively. Pursuant to the agreements, each
          of them forfeited all 378,873 Operating Partnership Units he acquired
          and agreed to place in escrow in connection with the formation of the
          Trust and the Operating Partnership, in exchange for a limited release
          from liability in connection with the acquisition and operation of the
          Alexandria and Riverwalk properties (and, in the case of Mr. McGrath,
          from an additional immaterial liability). The terms of the settlement
          agreements are subject to confidentiality agreements, but management
          believes the terms to be of substantial benefit to the Company. As a
          result of the agreements, neither Mr. McGrath nor Mr. Geiger has any
          further interest in either the Trust or the Operating Partnership. In
          addition, because the settlements reduced the number of Units
          outstanding by a total of 757,746 Units, current holders of Units
          realized an appreciation of net book value per unit of approximately
          23%.

          In light of the foregoing, the Company is also reviewing its
          accounting records to ascertain whether certain expenses charged by
          Mr. McGrath and Mr. Geiger to the Company during their tenure were
          incurred by them in connection with the performance of their duties to
          the Company and thus properly reimbursed. If management determines
          that any expenses were improperly reimbursed, the Company will seek
          repayment from the respective party.

          Economic Concerns

          Four 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 has translated into a significantly
          softer summer apartment rental market, particularly in Florida.
          Occupancies


                                       9
<PAGE>

          and collections have been impacted for the last 12 months, and
          management does not anticipate any improvement in the near term.

          The second development is the increasing lack of confidence of
          investors in the public securities markets due to recent
          well-publicized events at Enron Corp., Arthur Andersen, Adelphia
          Communications, Global Crossing, Tyco, and WorldCom Inc. This
          development will hamper, for the foreseeable future, companies' access
          to the public markets and financial institutions for capital.

          The third 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.

          The fourth development is increasing competition in the housing
          markets where the Company has traditionally enjoyed strong market
          share. The greater competitive forces are due to the general
          overbuilding of certain tax-financed competitive apartment properties
          and strong sales of single-family homes driven by current low interest
          rates.

Item 3. Controls and Procedures

          The Partnership maintains disclosure controls and procedures that are
          designed to ensure (1) that information required to be disclosed by it
          in the reports it files or submits under the Securities Exchange Act
          of 1934, as amended (the "Exchange Act"), is recorded, processed,
          summarized, and reported within the time periods specified in the
          Securities and Exchange Commission's ("SEC") rules and forms, and (2)
          that this information is accumulated and communicated to the
          Partnership's management, including its Chief Executive Officer and
          Chief Financial Officer, as appropriate, to allow timely decisions
          regarding required disclosure. In designing and evaluating the
          disclosure controls and procedures, management recognizes that any
          controls and procedures, no matter how well designed and operated, can
          provide only reasonable assurance of achieving the desired control
          objectives, and management necessarily was required to apply its
          judgment in evaluating the cost benefit relationship of possible
          controls and procedures.

          In October 2002, under the supervision and review of the Partnership's
          Chief Executive Officer and Chief Financial Officer, the Partnership
          conducted an evaluation of the effectiveness of its disclosure
          controls and procedures. Based on that evaluation, its Chief Executive
          Officer and Chief Financial Officer have concluded that its disclosure
          controls and procedures are effective in alerting them in a timely
          manner to material information regarding the Partnership (including
          its consolidated subsidiaries) that is required to be included in its
          periodic reports to the SEC.

          In addition, there have been no significant changes in the
          Partnership's internal controls or in other factors that could
          significantly affect those controls since its October 2002 evaluation.
          The Partnership cannot assure, however, that its system of internal
          controls and procedures will always achieve its stated goals under all
          future conditions, no matter how remote.


                                       10
<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

          There were no defaults upon senior securities of the Operating
          Partnership in the third quarter of 2002 which remain uncured as of
          September 30, 2002 (see discussion of the sale of Stadium Club
          apartments in Part I, above).

          See also "Other Developments" under Item 2 of Part I of this Report
          for a discussion of a contingent liability of the Trust relating to
          the Burgundy Hills Apartments project.

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)).


                                       11
<PAGE>

            99.1    Certification pursuant to 18 U.S.C. Section 1350 Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

            99.2    Certification pursuant to 18 U.S.C. Section 1350 Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     --------------------

     *    Previously filed.

     (b)  The Registrant did not file any Current Reports on Form 8-K during the
          third quarter of 2002.

                                   SIGNATURES

     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.

     November 19, 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


                                       12
<PAGE>

     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                      for Quarterly Reports on Form 10-QSB

I, Robert L. Astorino, the Chief Executive Officer of Baron Capital Properties,
L.P. (the "Registrant"), certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of the Registrant;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Registrant as of, and for, the periods presented in this
     quarterly report;

4.   The Chief Financial Officer of the Registrant and I, as the Chief Executive
     Officer of the Registrant, are responsible for establishing and maintaining
     internal controls and procedures (as defined in Exchange Act Rules 13a-14
     and 15d-14) for the Registrant and we have:

     a)   Designed such internal controls and procedures to ensure that material
          information relating to the Registrant and its consolidated
          subsidiaries is made known to us by others within those entities,
          particularly during the period in which the Registrant's periodic
          reports are being prepared;

     b)   Evaluated the effectiveness of the Registrant's internal controls and
          procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented in this quarterly report our conclusions about the
          effectiveness of the internal controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Chief Financial Officer of the Registrant and I, as the Chief Executive
     Officer of the Registrant, have disclosed, based on our most recent
     evaluation, to the Registrant's auditors and the audit committee of the
     Board of Trustees of Baron Capital Trust, the general partner of the
     Registrant:

     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the Registrant's ability to
          record, process, summarize and report financial data and have
          identified for the Registrant's auditors any material weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and

6.   The Chief Financial Officer and I, as the Chief Executive Officer of the
     Registrant, have indicated in this quarterly report whether or not there
     were significant changes in internal controls or in other factors that
     could significantly affect internal controls subsequent to the date of our
     most recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date: November 19, 2002                               /s/ Robert L. Astorino
                                                      --------------------------
                                                      Robert L. Astorino
                                                      Chief Executive Officer


                                       13
<PAGE>

     Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
                      for Quarterly Reports on Form 10-QSB

I, Mark L. Wilson, the Chief Financial Officer of Baron Capital Properties, L.P.
(the "Registrant"), certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of the Registrant;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Registrant as of, and for, the periods presented in this
     quarterly report;

4.   The Chief Executive Officer of the Registrant and I, as the Chief Financial
     Officer of the Registrant, are responsible for establishing and maintaining
     internal controls and procedures (as defined in Exchange Act Rules 13a-14
     and 15d-14) for the Registrant and we have:

     a)   Designed such internal controls and procedures to ensure that material
          information relating to the Registrant and its consolidated
          subsidiaries is made known to us by others within those entities,
          particularly during the period in which the Registrant's periodic
          reports are being prepared;

     b)   Evaluated the effectiveness of the Registrant's internal controls and
          procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented in this quarterly report our conclusions about the
          effectiveness of the internal controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Chief Executive Officer of the Registrant and I, as the Chief Financial
     Officer of the Registrant, have disclosed, based on our most recent
     evaluation, to the Registrant's auditors and the audit committee of the
     Board of Trustees of Baron Capital Trust, the general partner of the
     Registrant:

     a)   All significant deficiencies in the design or operation of internal
          controls which could adversely affect the Registrant's ability to
          record, process, summarize and report financial data and have
          identified for the Registrant's auditors any material weaknesses in
          internal controls; and

     b)   Any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Registrant's internal
          controls; and

6.   The Chief Executive Officer and I, as the Chief Financial Officer of the
     Registrant, have indicated in this quarterly report whether or not there
     were significant changes in internal controls or in other factors that
     could significantly affect internal controls subsequent to the date of our
     most recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.

Date: November 19, 2002                                 /s/ Mark L. Wilson
                                                        ------------------------
                                                        Mark L. Wilson
                                                        Chief Financial Officer


                                       14