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 March 31, 2003

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

        For the transition period ended ______________to________________

                       Commission file number 333-35063-01

                         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 |_| No |X|

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

      See following pages.


                                       2
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                           (Unaudited)
                                                                             March 31,      December 31,
                                                                               2003             2002
                                                                           -------------    -------------
<S>                                                                        <C>              <C>
                                     ASSETS
Rental Properties:
   Land                                                                    $   4,986,900    $   4,986,900
   Rental property held for sale (Note 4)                                      1,533,503        1,533,503
   Buildings and improvements                                                 24,438,895       24,353,960
                                                                           -------------    -------------
                                                                              30,959,298       30,874,363
   Less accumulated depreciation                                               4,549,969        4,279,172
                                                                           -------------    -------------
                                                                              26,409,329       26,595,191

Cash and cash equivalents                                                      1,024,696        1,018,137
Restricted cash                                                                  359,880          242,169
Receivables from affiliates                                                    5,362,164        5,418,909
Other property and equipment                                                      33,697           45,277
Other assets                                                                     666,194          662,520
                                                                           -------------    -------------
                                                                           $  33,855,960    $  33,982,203
                                                                           =============    =============

                        LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
   Mortgages payable                                                       $  19,674,877    $  19,753,903
   Mortgages payable - rental property held for sale (Note 4)                  1,486,736        1,486,736
   Accounts payable and accrued liabilities                                      422,997          260,696
   Notes payable                                                                 622,943          613,080
   Payables to affiliates                                                      2,394,434        2,384,894
   Security deposits                                                             204,681          197,168
                                                                           -------------    -------------
         Total liabilities                                                    24,806,668       24,696,477
                                                                           -------------    -------------

   Minority interest in consolidated partnerships                                347,398          342,405

Commitments and contingencies (Note 2)

Partners' Capital:
   General partner; issued and outstanding, 33,047 partnership units             (80,688)         (78,274)

   Limited partners; issued and outstanding, 3,271,636 partnership units       8,782,582        9,021,595
                                                                           -------------    -------------
         Total partners' capital                                               8,701,894        8,943,321
                                                                           -------------    -------------
                                                                           $  33,855,960    $  33,982,203
                                                                           =============    =============
</TABLE>

                See notes to consolidated financial statements.


                                      F-1
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                       Three Months Ended
                                                   March 31,        March 31,
                                                      2003             2002
                                                      ----             ----
Revenues:
   Rentals                                       $   1,264,840    $   1,362,470
   Interest and other income                           204,421          289,198
                                                 -------------    -------------
        Total Revenues                               1,469,261        1,651,668
                                                 -------------    -------------

Real Estate Expenses:
   Depreciation                                        270,797          263,828
   Amortization of loan costs                           25,824           23,409
   Interest                                            457,886          464,107
   Repairs and maintenance                              90,826          224,584
   Personnel                                           165,839          178,843
   Property taxes                                      113,200          114,780
   Property insurance                                   40,653           39,285
   Utilities                                            99,549          103,430
   Other                                                80,036           99,682
                                                 -------------    -------------
       Total Real Estate Expenses                    1,344,610        1,511,948
                                                 -------------    -------------

Administrative Expenses:
   Personnel, including officers' compensation          83,004          124,590
   Professional services                                71,049           46,570
   Other                                               110,346          133,402
                                                 -------------    -------------
       Total Administrative Expenses                   264,399          304,562
                                                 -------------    -------------

Other (Income) Expenses:
   Provision for (recovery of) loan losses             106,672          (35,122)
                                                 -------------    -------------
       Total Other (Income) Expenses                   106,672          (35,122)
                                                 -------------    -------------

   Minority interests of limited partners               (4,993)            (638)
                                                 -------------    -------------
Net Loss                                         $    (241,427)   $    (129,082)
                                                 =============    =============

Basic Loss Per Partnership Unit                  $       (0.07)   $       (0.03)
                                                 =============    =============

Weighted Average Number of Units Outstanding         3,304,683        4,098,705
                                                 =============    =============

                See notes to consolidated financial statements.


                                      F-2
<PAGE>

                         BARON CAPITAL PROPERTIES, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           For the Quarter Ended
                                                                                 March 31,
                                                                            2003           2002
                                                                            ----           ----
<S>                                                                     <C>            <C>
Cash Flows from Operating Activities:
   Net Loss                                                             $  (241,427)   $  (129,082)
   Adjustments to reconcile net loss to net cash
         provided by operating activities:
         Depreciation                                                       282,379        276,825
         Provision for (recovery of) loan losses                            106,672        (35,122)
         Amortization of loan costs                                          25,824         23,409
         Minority interests of limited partners                               4,993            638
         Changes in operating assets and liabilities:
            (Increase) decrease in operating assets:
               Other assets                                                 (41,080)       106,962
            Increase (decrease) in operating liabilities:
               Accounts payable and accrued liabilities                     162,301       (429,654)
               Security deposits                                              7,513         10,825
                                                                        -----------    -----------
                  Net cash provided by (used in) operating activities       307,175       (175,199)
                                                                        -----------    -----------

Cash Flows from Investing Activities:
   Additions to rental properties                                           (84,935)            --
   Purchases of other property and equipment                                 11,580          3,481
   (Advances to) collections from affiliates                                (49,927)         1,491
   Increase in restricted cash                                             (117,711)      (141,604)
                                                                        -----------    -----------
                  Net cash used in investing activities                    (240,993)      (136,632)
                                                                        -----------    -----------

Cash Flows from Financing Activities:
   Payments on mortgages payable                                            (79,026)       (93,645)
   Proceeds from notes payable                                                9,863             --
   Increase in payables to affiliates, net                                    9,540         29,354
                                                                        -----------    -----------
                  Net cash used in financing activities                     (59,623)       (64,291)
                                                                        -----------    -----------

Net Increase (Decrease) in Cash and Cash Equivalents                          6,559       (376,122)

Cash and Cash Equivalents, Beginning                                      1,018,137      1,426,375
                                                                        -----------    -----------

Cash and Cash Equivalents, Ending                                       $ 1,024,696    $ 1,050,253
                                                                        ===========    ===========

Supplemental Disclosure of Cash Flow Information:
   Cash paid for interest                                               $   457,886    $   464,107
                                                                        ===========    ===========
</TABLE>

                See notes to consolidated financial statements.


                                      F-3
<PAGE>

                         BARON CAPITAL PROPERTIES, L. P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      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"), a Delaware business
      trust. The Trust owns all of the outstanding capital stock of Barcap
      Realty Services Group, Inc., a Delaware corporation that is the Trust's
      Taxable REIT Subsidiary ("Barcap"). (The Partnership, the Trust and Barcap
      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 to seek to maximize current and long-term
      income and the value of its assets. As the Partnership's general partner,
      the Trust controls the activities of the Partnership. The Partnership
      conducts all of the Trust's real estate operations and holds title to all
      property interests acquired. As of the date of this Report, Barcap manages
      residential apartment properties totaling 1,577 units for third party
      owners, and shares personnel and space with the Partnership.

      The Trust also owns the largest limited partnership interest in the
      Partnership. As of March 31, 2003, the Trust owned a total of 981,107
      units of limited partnership interest ("Units") in the Partnership (or
      approximately 29.7% of the then outstanding Units). Holders of Units
      (other than the Trust) are entitled to exchange all or a portion of their
      Units at any time and from time to time on a one-for-one basis 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.
      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 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 Unit holders 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 20 controlled limited partnerships that at March 31,
      2003 had a direct or indirect equity and/or debt interest in 27 apartment
      communities.


                                      F-4
<PAGE>

                         BARON CAPITAL PROPERTIES, L. P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Organization (Continued)

      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.

      As of March 31, 2003, the Partnership (through ownership of all or
      substantially all of the equity interests in single purpose limited
      partnerships) owned equity interests in 17 properties or phases of
      properties, consisting of 1,005 residential apartment units (comprised of
      studio, one, two and three bedroom units). In addition, the Partnership
      indirectly owned subordinated mortgage and other debt interests in 11
      properties or phases of properties consisting of 650 existing residential
      apartment units (studio and one and two bedroom units). Twenty-three
      properties or phases of properties are located in Florida, three
      properties are located in Ohio and one property is located in Indiana. In
      April 2003, the Partnership sold the property located in Anderson, Indiana
      consisting of 72 units (see NOTE 4. SUBSEQUENT EVENT), which had been
      identified and accounted for as an asset held for sale prior to the
      Partnership's adoption of Financial Accounting Standards Board (FASB)
      Statement of Financial Accounting Standards ("SFAS") No. 144.

      Basis of Presentation

      The unaudited consolidated balance sheet as of March 31, 2003, and the
      related unaudited consolidated statements of operations for the three
      months ended March 31, 2003 and 2002, and the unaudited consolidated
      statements of cash flows for the three months ended March 31, 2003 and
      2002 have been prepared by the Partnership. In the opinion of management,
      all adjustments (which include reclassifications and normal recurring
      adjustments) necessary to present fairly the financial position, results
      of operations and cash flows at March 31, 2003 and for the periods
      presented, have been made. The results of operations for the three months
      ended March 31, 2003 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 of America 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, 2002 Annual Report on Form 10-KSB.

      Certain reclassifications have been made to the three-month period ended
      March 31, 2002 condensed financial statements in order to conform to the
      2003 presentation.

      Receivables from Affiliates

      Receivables from affiliates are comprised mainly of second mortgages, and
      accrued interest thereon, whose ultimate repayment is subject to the
      performance of the underlying property and timing of repayments. Also
      included are other receivables comprised of notes, lines of credit and
      advances receivable.


                                      F-5
<PAGE>

                         BARON CAPITAL PROPERTIES, L. P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Receivables from Affiliates (continued)

      Second mortgages receivable are recorded at cost, less the related
      allowance for impairment, if any, of such notes receivable. The
      Partnership accounts for such notes under the provisions of Statement of
      Financial Accounting Standards ("SFAS") No. 114, "Accounting by Creditors
      for Impairment of a Loan", as amended by SFAS No. 118, "Accounting by
      Creditors for Impairment of a Loan - Income Recognition and Disclosure".
      Management, considering current information and events regarding the
      borrowers' ability to repay their obligations, considers a note to be
      impaired when it is probable that the Partnership will be unable to
      collect all amounts due according to the contractual terms of the note.
      When a loan is considered to be impaired, the amount of impairment is
      measured based upon the estimated liquidation value of the note's
      collateral reduced by expected selling costs and other notes secured by
      the same collateral. Loan impairment charges and subsequent recoveries are
      recorded as provision for (recovery of) loan losses in the consolidated
      statements of operations.

      Rental Properties and Depreciation

      Rental properties include residential apartment properties which are
      stated at cost less accumulated depreciation. Ordinary repairs and
      maintenance are expensed as incurred; replacements having an estimated
      useful life of at least one year and improvements are capitalized and
      depreciated over their estimated useful lives.

      Depreciation is computed on a straight-line basis over the estimated
      useful lives of the properties as follows:

                                                  Estimated Useful Lives (Years)
                                                  ------------------------------

          Buildings                                             30
          Leasehold improvements                                10 or less
          Furniture and fixtures                                 7
          Computer equipment and software                        3-5

      On January 1, 2002, the Partnership adopted Statement of Financial
      Accounting Standards No. 144, "Accounting for the Impairment or Disposal
      of Long-Lived Assets" ("SFAS 144"). SFAS 144 provides guidance on the
      accounting for long-lived assets to be disposed of and broadens the scope
      of discontinued operations. There was no effect on the Partnership's
      consolidated financial statements as result of adopting SFAS 144.

      The Partnership's properties have operations and cash flows that can be
      clearly distinguished from the rest of the Partnership. Property
      dispositions which are newly initiated after January 1, 2002 will be
      reported in discontinued operations provided the operations from such
      properties are eliminated from the ongoing operations of the Partnership
      and the Partnership will not have any continuing involvement after
      disposition.


                                      F-6
<PAGE>

                         BARON CAPITAL PROPERTIES, L. P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Rental Properties and Depreciation (continued)

      Management evaluates its investment properties annually to assess whether
      any impairment indications are present. If any investment asset is
      considered impaired, a loss is provided to reduce the carrying value of
      the property to its estimated fair value.

      Recent Accounting Pronouncements

      In January 2003, the Financial Accounting Standards Board (FASB) issued
      Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN
      46"). FIN 46 addresses consolidation by business enterprises of variable
      interest entities that do not effectively disperse risk among parties
      involved. FIN 46 requires an enterprise to consolidate the operations of a
      variable interest entity if the enterprise absorbs a majority of the
      variable interest entity's expected losses, receives a majority of its
      expected residual returns, or both. The Partnership is evaluating the
      potential impact of implementing and adopting FIN 46; however, FIN 46 is
      not expected to have a material effect on its consolidated financial
      statements.

NOTE 2. COMMITMENTS AND CONTINGENCIES

      Contracts to Purchase Additional Properties

      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 "Burgundy Hills Property"). Assuming that the
      Borrower (defined below) completed the property development as originally
      planned and that certain other specified conditions were fulfilled, the
      Borrower would have been able to borrow up to a maximum principal amount
      of $19 million under the terms of the first mortgage loan. 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 (the latest
      verified information available).

      Burlington Residential, Ltd., the owner of the Burgundy Hills Property
      development (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 all or a portion of the
      Burgundy Hills Property development and then sell it. They appear to have


                                      F-7
<PAGE>

                         BARON CAPITAL PROPERTIES, L. P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 2. COMMITMENTS AND CONTINGENCIES (continued)

      Contracts to Purchase Additional Properties (continued)

      completed construction on the last building in the first phase of the
      development and have listed the property for sale.

      Given the facts that Burgundy-Boone, LLC enforced its security interest
      and was awarded control of all equity interests in the Borrower and that
      Burgundy-Boone, LLC also owns the first mortgage loan and the mezzanine
      loan, management and legal counsel believe that it is not probable that
      the Trust's guaranty (described above) is still enforceable. However, 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 remains
      uncertain.

      Mortgages Payable

      The Partnership (through ownership of all or substantially all of the
      equity interests in single-purpose limited partnerships) owns equity
      interests in 17 residential apartment properties. Each property has a
      mortgage obligation that is secured by such property. The Partnership
      believes that its subsidiary partnerships are in substantial compliance
      with the repayment and other terms of the mortgage loans, although several
      of the loans may be deemed to be in technical default due to the failure
      of the partnerships to notify their lenders of a change in the managing
      agent of the underlying properties and the failure to obtain the prior
      approval of the lenders to the assignment by Mr. McGrath to the Trust of
      the equity interests in the corporate general partners of certain
      partnerships acquired by the Partnership, in which case the lenders may be
      deemed entitled to accelerate the payment of the loans. Management and its
      legal counsel believe the probability of payment acceleration because of
      such technical matters is remote.

      Pending Litigation

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

      In July 2003, the Trust was dismissed from an action, Net Knowledge
      Technologies LLC d/b/a NK Soft.com Corporation v. Rapid Transmit
      Technologies, Inc. a/k/a Wakul, Inc. and Baron Capital V, Inc. f/k/a Baron
      Capital Trust, brought in the District Court of Dallas County, Texas in
      September 2002. In the action, the plaintiff, a website development
      service company, had alleged that the Trust was obligated to pay for
      services performed by the plaintiff for Wakul, Inc. (controlled by Mr.
      McGrath) to assist Wakul, Inc. in the development of an Internet system to
      be provided to the Trust and other companies engaged in the business of
      owning and managing multi-family apartment properties. The Trust was
      dismissed from the action without prejudice on the grounds that plaintiff
      failed to present evidence that the Trust was a party to the transaction,
      that the Trust is a successor to or an affiliate of Wakul, Inc. and liable
      for its obligations, or that


                                      F-8
<PAGE>

                         BARON CAPITAL PROPERTIES, L. P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 2. COMMITMENTS AND CONTINGENCIES (continued)

      Pending Litigation (continued)

      the Trust performed any actions in or directed at Texas that might subject
      it to the jurisdiction of Texas courts. The plaintiff has the right to
      appeal the decision or to file suit against the Trust in Florida or any
      other state where it can prove minimum contacts with the forum state.

NOTE 3. NET LOSS PER PARTNERSHIP UNIT

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

      Basic net loss per unit equals net loss divided by the weighted average
      units outstanding during the period. The computation of diluted net loss
      per unit that includes dilutive limited partnership unit equivalents in
      the weighted average units outstanding has not been presented, as it is
      anti-dilutive for the three months ended March 31, 2003 and 2002.

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

<TABLE>
<CAPTION>
                                                                                        Weighted          Loss
                                                                       Net Loss       Average Units     Per Unit
                                                                       --------       -------------     --------
<S>                                                                   <C>               <C>              <C>
          For the three months ended March 31:
            2003                                                      $ (241,427)       3,304,683        $(0.07)
                                                                      ===========       =========        =======
            2002                                                      $ (129,082)       4,098,705        $(0.03)
                                                                      ===========       =========        =======
</TABLE>

NOTE 4. SUBSEQUENT EVENT

      On April 25, 2003, the Operating Partnership sold its equity interest in
      Steeplechase Apartments, a 72-unit residential apartment property located
      in Anderson, Indiana. The purchase price received from the sale of the
      property was $1,250,000. The decision to sell Steeplechase was based on
      the property's lack of performance and its continuing need for cash to
      operate. The sale resulted in a net loss of $69,526. (In its 2002 Annual
      Report on Form 10-KSB, the Operating Partnership had disclosed as a
      subsequent event an $80,000 gain from the sale. The adjustment is
      primarily due to the inclusion of transaction closing costs that were not
      originally included in the estimate of the gain or loss on sale previously
      reported.)

      The results of operations of Steeplechase for the three months ended March
      31, 2003 were as follows:

      Rental and other income                    $  72,071
      Expenses                                      86,681
                                                 ---------

      Net Loss                                   $(14,610)
                                                 ========


                                      F-9
<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 apply 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.

      Critical Accounting Policies and Estimates

      The preparation of the Operating Partnership's financial statements
      requires that management make certain estimates that impact the balance of
      assets and liabilities at a financial statement date and the reported
      amount of income and expenses during a financial reporting period. These
      accounting estimates are based upon management's judgments and are
      considered to be critical because of their significance to the financial
      statements and the possibility that future events may differ from those
      judgments, or that the use of different assumptions could result in
      materially different estimates. Management reviews these estimates on a
      periodic basis to ensure reasonableness. However, the amounts ultimately
      realized could differ from such estimates.

      The Operating Partnership's long-lived assets, primarily interests in real
      estate held for investment, are carried at cost unless circumstances
      indicate that the carrying value of the


                                      3
<PAGE>

      assets may not be recoverable. Management reviews long-lived assets for
      impairment whenever events or changes in circumstances indicate such an
      evaluation is warranted. The review involves a number of assumptions and
      estimates used in determining whether impairment exists. Depending on the
      asset, management uses varying methods such as: (i) estimating future cash
      flows, (ii) determining resale values by market, or (iii) applying a
      capitalization rate to net operating income using prevailing rates in a
      given market. These methods of determining fair value can fluctuate up or
      down significantly as a result of a number of factors including changes in
      the general economy of those markets in which the Operating Partnership
      operates and demand for residential apartment unit rentals. If management
      determines that impairment exists due to the inability to recover an
      asset's carrying value, a provision for loss is recorded to the extent
      that the carrying value exceeds estimated fair value. Management
      determined that no adjustments were required to carrying values during the
      three months ended March 31, 2003.

      Operating Results

      Background Information

      Baron Capital Properties, L.P. (the "Registrant", the "Operating
      Partnership" or the "Partnership"), a Delaware limited partnership, and
      its general partner, Baron Capital Trust (the "Trust"), a Delaware
      business trust, began operations in 1998. (The Operating Partnership, the
      Trust and Barcap Realty Services Group, Inc., a Delaware corporation that
      is the Trust's Taxable REIT Subsidiary ("Barcap"), 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 to seek to maximize current and long-term income and the value
      of its assets. As the Operating Partnership's 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. As of the date of this Report,
      Barcap manages residential apartment properties totaling 1,322 units 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 August 1, 2003, the Trust owned 981,107 units
      of limited partnership interest ("Units") in the Operating Partnership (or
      approximately 29.7% of the then outstanding Units). 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.

      As of March 31, 2003, the Operating Partnership (through ownership of all
      or substantially all of the equity interests in single purpose limited
      partnerships) owned


                                       4
<PAGE>

      equity interests in 17 properties or phases of properties, consisting of
      1,005 residential apartment units (comprised of studio, one, two and three
      bedroom units). In addition, the Operating Partnership indirectly owned
      subordinated mortgage and other debt interests in properties or phases of
      properties consisting of 650 existing residential apartment units (studio
      and one and two bedroom units). Twenty-three properties or phases of
      properties are located in Florida, three properties are located in Ohio
      and one property is located in Indiana. In April 2003, the Operating
      Partnership sold the property located in Indiana consisting of 72 units
      (see NOTE 4. SUBSEQUENT EVENT). This property had been identified and
      accounted for as an asset held for sale prior to the adoption of Statement
      of Financial Accounting Standards (SFAS) No. 144.

      Initiatives of New Management

      In the second half of 2000, the Board of Trustees of the Trust replaced
      former management. Since that time, the new management team appointed by
      the Board of Trustees has reviewed operations and implemented several
      initiatives to improve the operating results of the Operating
      Partnership's properties.

      For the three months ended March 31, 2003, the Company has achieved
      positive cash flow, but has not met the financial targets of its 12-month
      operating plan proposed by management and adopted by the Board of
      Trustees. The shortfall in financial results is primarily due to weak
      results in January, when layoffs of tourism workers in Florida, the
      Company's principal market, resulted in lower occupancies and higher
      default rates. Results improved after January, generally in line with the
      Company's operating plan.

      Management has continued to implement several cost saving measures,
      following the consolidation of its principal offices to Lakeland, Florida
      and the sale of certain of its properties, including initiation of
      refinancing of certain of its other properties and further reductions of
      management expenses.

      As part of the Company's ongoing operations, management identified three
      properties whose performance negatively impacted operating results and
      recommended the immediate disposition of these properties. Accordingly, in
      April 2001, the Operating Partnership sold its interests in the Glen Lake
      property, a 144-unit residential apartment property located in St.
      Petersburg, Florida; in September 2002, it sold its interests in the
      Stadium Club property, a 223-unit student apartment property located in
      Statesboro, Georgia; and in April 2003, it sold its interests in the
      Steeplechase Apartments property, a 72-unit residential apartment property
      located in Anderson, Indiana. 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. (See the Operating Partnership's 2002 Annual Report on Form
      10-KSB previously filed with the Securities and Exchange Commission and
      NOTE 4. SUBSEQUENT EVENT in the financial statements accompanying this
      Report.)

      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 the possible


                                       5
<PAGE>

      listing of 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 and to cover the
      Company's expenses associated with being a public company, including
      legal, accounting and filing fees.

      The Operating Partnership has implemented the billing of tenants for their
      water usage at all locations where management believes such billing is
      possible. Barcap, the Trust's Taxable REIT Subsidiary, which reimburses
      the Operating Partnership for some of their shared administrative
      expenses, also has implemented an administrative fee on all third party
      property owners benefiting from the water billing program.

      As a result of the proven success of the Company's field management team
      and the Company's investment in residential apartment-oriented accounting
      software, Barcap has been successful in attracting and retaining a variety
      of fee management business from five outside property owners that
      controlled 1,467 apartment units at the end of the first quarter of 2003,
      and the growth of the outside management business remains an objective for
      the rest of 2003. During the first quarter of 2003, two properties
      consisting of 120 apartment units were added and the fee management
      arrangement on one property consisting of 83 apartment units was lost.

      In the second quarter of 2003, Barcap added two properties consisting of
      128 apartment units, and has added one property consisting of 78 units so
      far in the third quarter. One fee management arrangement with a property
      consisting of 96 units was lost during the second quarter of 2003, due to
      the bankruptcy of the property.

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

      o     sustaining the level of financial performance achieved in 2002,

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

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

      The Company's Chief Executive Officer, under the direction of the Board of
      Trustees, also has held discussions with other companies in the real
      estate business concerning opportunities to consolidate operations,
      improve profitability, and take advantage of the Trust's public company
      status. These discussions are exploratory in nature and are at a
      preliminary stage.

      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 Trust
      shareholders and Operating Partnership unit holders was begun in late
      2000. The favorable response generated by these communications has


                                       6
<PAGE>

      resulted in management organizing a regular quarterly informal
      communication beginning in the second quarter of 2002 that has continued
      to the present.

      Operations for the Three Months Ended March 31, 2003 Compared to the Three
      Months Ended March 31, 2002

      Rental revenues decreased by $97,630 from $1,362,470 for the three months
      ended March 31, 2002 to $1,264,840 for the three months ended March 31,
      2003. The decrease in rental revenues was the result of the sale of the
      Stadium Club property in September 2002 and the general downturn in the
      U.S. economy, which has translated into a softer apartment rental market.
      Interest and other income decreased by $84,777 from $289,198 for the three
      months ended March 31, 2002 to $204,421 for the three months ended March
      31, 2003. The decrease was primarily due to a substantial decrease in
      interest rates. Real Estate Expenses for the properties owned by the
      Partnership decreased by $167,338 from $1,511,948 for the three months
      ended March 31, 2002 to $1,344,610 for the three months ended March 31,
      2003. The reduction in Real Estate Expenses was principally due to reduced
      repairs and maintenance resulting from a major repair program at the
      Dolphin Cove (formerly named Riverwalk) property in the three months ended
      March 31, 2002 that did not repeat in the three months ended March 31,
      2003 and termination of the Stadium Club property expenses upon the sale
      of the property, partially offset by an increase in bad debt expense in
      the three months ended March 31, 2003. Administrative Expenses decreased
      by $40,163 from $304,562 for the three months ended March 31, 2002 to
      $264,399 for the three months ended March 31, 2003, primarily due to the
      absence in 2003 of the one-time costs incurred in 2002 to relocate the
      corporate office and pay severance to employees who did not relocate to
      Florida and lower compensation for officers and other personnel, partially
      offset by higher professional fees in the three months ended March 31,
      2003. Other Expenses for the three months ended March 31, 2003 increased
      by $141,794, from income of $35,122 for the three months ended March 31,
      2002 compared to expense of $106,672 for the three months ended March 31,
      2003. The increase in expense is the result of an increase in the
      provision for loan losses on mortgage notes receivable compared to
      recoveries of loan losses in the prior year's quarter. The Partnership's
      Net Loss for the three months ended March 31, 2003 was $241,427 compared
      to a Net Loss of $129,082 for the three months ended March 31, 2002. The
      difference of $112,345 is primarily attributable to lower interest income,
      resulting primarily from lower interest rates, and higher provision for
      loan losses, partially offset by the lower Real Estate and Administrative
      Expenses.

      Liquidity and Capital Resources

      Net Cash Provided by Operating Activities increased by $482,374 from
      $175,199 cash used in the three months ended March 31, 2002 to $307,175
      cash provided in the three months ended March 31, 2003. The increase in
      Net Cash Provided by Operating Activities was principally due to the
      increase in accounts payable and accrued liabilities, and the increase in
      provision for loan losses, partially offset by the increase in other
      assets. Net Cash Used in Investing Activities increased $104,361 from
      $136,632 cash used in the three months ended March 31, 2002 to $240,993
      cash used in the three months ended March 31, 2003. The increase was
      principally due to the additions to


                                       7
<PAGE>

      rental apartments of $84,935 in the three months ended March 31, 2003
      compared to none in the prior year's quarter. Net Cash Used in Financing
      Activities decreased by $4,668 from $64,291 cash used in the three months
      ended March 31, 2002 to $59,623 cash used in the three months ended March
      31, 2003. The decrease was primarily due to the decrease in payments on
      mortgages, resulting from the sale of Stadium Club apartments.

      Other Developments

      Contingent Liabilities

      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 (the latest verified information available).

      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.

      Given the facts that Burgundy-Boone, LLC enforced its security interest
      and was awarded control of all equity interests in the Borrower and that
      Burgundy-Boone, LLC also owns the first mortgage loan and the mezzanine
      loan, management and legal counsel believe that it is not probable that
      the Trust's guaranty (described above) is still enforceable. However, 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 remains
      uncertain.

      Unresolved Issues with Founders and Former Management

      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


                                       8
<PAGE>

      transactions of the Trust and the Operating Partnership (including the
      Alexandria and Dolphin Cove (formerly named 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 quarter 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
      deposited into 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 Dolphin Cove 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 favorable
      accretion of net book value per unit on a pro rata basis. In connection
      with the settlements, the Operating Partnership reversed $243,339 of
      accrued liabilities payable to affiliates of Mr. McGrath which were
      forgiven by the terms of the settlement agreements.

      In light of the foregoing, the Company has reviewed 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 other than
      in connection with the performance of their duties to the Company and thus
      improperly reimbursed. Management has determined that some expenses were
      improperly reimbursed and negotiated a confidential settlement agreement
      with Wakul, Inc. in October 2002 for repayment for payroll and benefits
      shared between the Company and McGrath-controlled entities. To date, all
      agreed payments have been made. The Company continues to review other
      transactions to determine whether former management was involved in any
      other improper conduct. If the Company determines that any expenses were
      improperly reimbursed or that former management involved the Company in
      additional improper conduct, the Company will seek repayment or
      restitution from the respective party.

      Economic Concerns

      Four developments over the past two years are believed to have had a
      material impact on the performance of the Trust and the Operating
      Partnership.

      First and foremost is the substantial decrease in home mortgage interest
      rates, which has made home buying more affordable for a larger segment of
      the population, including many of the Company's traditional renters. New
      renters, especially in the Florida market, which has experienced a
      preponderance of new immigrants over the past 10 years, have a


                                       9
<PAGE>

      tendency to be more transient and less creditworthy. Occupancies and
      collections have been impacted for the last 18 months, and although they
      have improved recently, management does not anticipate any significant
      further 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 continue to hamper, for the
      foreseeable future, companies' access to the public markets and financial
      institutions for capital, which the Company seeks to enable it to grow.

      The third development is the increased aging of the Company's asset base,
      which has the potential to become functionally obsolete when compared to
      newer amenity-rich competitive developments.

      The fourth development is increasing competition in the housing markets
      where the Company has traditionally enjoyed strong market share,
      particularly in the Company's operations in the metropolitan Florida
      markets. 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
      that have reached 45-year lows and are expected to remain at relatively
      low levels for the foreseeable future.

      An overriding concern arises out of the horrible events of September 11,
      2001 and the related military actions in Afghanistan and Iraq. While
      management continues to believe it is still too early to understand how
      deeply these events will impact the confidence of Americans and their way
      of life, they are likely to result in a more cash conscientious consumer,
      which could result in downward pressure on rental rates and less tourism
      in Florida, which will reduce the number of potential customers for the
      Company's properties in Florida.

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 regulations, and (2) that this information
      is accumulated and communicated to the Partnership's management, including
      its Chief Executive Officer and Vice President-Accounting (principal
      accounting and 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.


                                       10
<PAGE>

      As of March 31, 2003, under the supervision and review of the
      Partnership's Chief Executive Officer and Vice President-Accounting, the
      Partnership conducted an evaluation of the effectiveness of its disclosure
      controls and procedures. Based on that evaluation, its Chief Executive
      Officer and Vice President-Accounting 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, during the first quarter of 2003, there have been no
      significant changes in the Partnership's disclosure controls and
      procedures that could significantly affect those controls. Also, there has
      been no significant change in the Partnership's internal control over
      financial reporting that has materially affected, or is reasonably likely
      to materially affect, the Partnership's internal control over financial
      reporting other than implementation of additional controls to segregate
      responsibilities related to expenditures of cash, following the departure
      of the Company's former Chief Financial Officer. These additional controls
      were implemented within the 90-day period preceding the date of this
      Report. The Partnership cannot assure, however, that its system of
      disclosure controls and procedures and internal control over financial
      reporting will always achieve its stated goals under all future
      conditions, no matter how remote.


                                       11
<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

      Not Applicable.

Item 3. Defaults upon Senior Securities

      There were no defaults upon senior securities of the Operating Partnership
      in the first quarter of 2003 that remain uncured as of March 31, 2003.

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

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          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)).


                                       12
<PAGE>

      Exhibit          Description
      -------          -----------

         20*           Annual Report under Section 13 or 15 (d) of the
                       Securities Exchange Act of 1934 for the fiscal year ended
                       December 31, 2002 on Form 10-KSB of the Registrant
                       (incorporated herein by reference to such Annual Report
                       filed with the Securities and Exchange Commission on May
                       29, 2003 (Registration No. 333-35063-01)).

         31.1          Rule 13a-14(a)/15d-14(a) Certification.

         31.2          Rule 13a-14(a)/15d-14(a) Certification.

         32.1          Certification pursuant to Rule 13a-14(b)/15d-14(b) and 18
                       U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
                       the Sarbanes-Oxley Act of 2002.

         32.2          Certification pursuant to Rule 13a-14(b)/15d-14(b) and 18
                       U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
                       the Sarbanes-Oxley Act of 2002.

--------------------
*     Previously filed.

(b)   Reports on Form 8-K:

      The Partnership filed a Form 8-K/A with the Securities and Exchange
      Commission ("SEC") on January 14, 2003, as requested by the SEC, to use
      the specific language provided in Item 304(a) of Regulation S-B relating
      to the Partnership's Form 8-K filed with the SEC on December 27, 2002 to
      disclose the dismissal of Rachlin Cohen & Holtz LLP as the Partnership's
      independent public accountant and the engagement of KPMG LLP to serve as
      the Partnership's certified public accountants in respect of its annual
      audit for the calendar year 2002.


                                       13
<PAGE>

                                   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.

August 22, 2003

                                    BARON CAPITAL PROPERTIES, L.P.

                                    By: Baron Capital Trust, General Partner


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


                                    By:   /s/  J. Stephen Miller
                                        ------------------------------
                                        J. Stephen Miller
                                        Vice President-Accounting


                                       14