UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 10-Q

[     X ] Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
      Exchange Act of 1934 for the quarter ended March 31, 2000

                                       or

[     ]  Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

                         COMMISSION FILE NUMBER 0-26215

                          PROPERTY CAPITAL TRUST, INC.

             (Exact name of Registrant as specified in its charter)

Maryland                                                             04-2452367

------------                                                         ----------
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                              Identification No.)

177 Milk St., Boston, Massachusetts                                       02109
-----------------------------------                                  ----------
(Address of principal executive offices)                             (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (617) 451-2100

Former name, former address, and former fiscal year, if changes since last year.

Indicate  by check  mark  whether  the  Registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

         Class                                  Outstanding at May 12, 2000

---------------------                           ---------------------------
Common Stock, $.01 par value                             479,226



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<TABLE>


                          PROPERTY CAPITAL TRUST, INC.

                                      INDEX
<CAPTION>

                                                                    PAGE NUMBER
<S>     <C>                                                                <C>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets
         March 31, 2000 (unaudited) and December 31, 1999                    3

         Consolidated Statements of Operations
         Three Months ended March 31, 2000 and 1999 (unaudited)              4

         Consolidated Statements of Cash Flows
         Three Months ended March 31, 2000 and 1999 (unaudited)              5

          Notes to Consolidated Financial Statements                      6 - 7

Item 2.  Management's Discussion and Analysis of the Consolidated

         Financial Condition and Results of Operations                    8 - 9

PART II. OTHER INFORMATION:

Item 6.  Exhibits and Reports on Form 8-K                                   10

                  Signatures                                                11

</TABLE>

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<TABLE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                          PROPERTY CAPITAL TRUST, INC.
                           Consolidated Balance Sheets
                 March 31, 2000 (Unaudited)and December 31, 1999
<CAPTION>

                                  March 31, 2000              December 31, 1999
                                  --------------              -----------------
                                     Assets
<S>                            <C>                             <C>

Rental Property, at cost
  Land                          $         202,500               $       202,500
  Building & Fixtures                   1,243,600                     1,243,600
  Tenant improvements                     402,114                       402,114
                                -----------------               ---------------
                                        1,848,214                     1,848,214
  Less Accumulated depreciation           866,480                       858,757
                                -----------------               ---------------
                                          981,734                       989,457

  Cash and Cash Equivalents               159,430                       180,931
  Prepaid Expense                           5,000                         5,000
  Deferred Charges, Net of
   Accumulated Amortization of
   $36,663 in 2000 and $35,195
   in 1999                                 51,909                        53,377
  Deferred Rent                           255,475                       267,088
                                -----------------               ---------------
                                $       1,453,548               $     1,495,853
                                =================               ===============
                 Liabilities and Shareholders' Equity (Deficit)

Liabilities:
  Current portion of mortgage
     payable                    $          13,125               $        13,125
  Notes payable- other                    315,910                       315,910
  Accounts payable
   and accrued expenses                    54,401                        74,101
  Tenant security deposits                 11,453                        11,453
                                -----------------               ---------------
                                          394,889                       414,589
Mortgage Payable, Net of current
   Portion                                974,957                       978,252

Commitments and Contingencies

Limited Partners' Interest
  in Operating Partnership                412,798                       412,798

Shareholders' Equity (Deficit)
 Common stock, $.01 par value
 Authorized - 30,000,000 shares
 Issued and outstanding - 479,226           4,792                         4,792
 Additional paid in capital               995,208                       995,208
 Accumulated deficit                   (1,329,096)                   (1,309,786)
                                -----------------               ---------------
                                         (329,096)                     (309,786)
                                -----------------               ---------------
                                $       1,453,548               $     1,495,853
                                =================               ===============
              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>
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<TABLE>


                          PROPERTY CAPITAL TRUST, INC.
                      Consolidated Statements of Operations
               For the Three Months Ended March 31, 2000 and 1999
<CAPTION>
                                                 2000                 1999
                                                 ----                 ----
<S>                                      <C>                    <C>

Revenues:
 Rental Income                            $         77,637       $       77,637
 Interest Income                                     1,235                  586
                                          ----------------       --------------
                                                    78,872               78,223
                                          ----------------       --------------
Expenses:
 Administrative and financial expenses              11,393                2,978
 Professional services expenses                     13,774                2,500
 Interest expense                                   27,188                    -
 Depreciation & Amortization                         9,191                7,773
                                          ----------------       --------------
                                                    61,546               13,251
                                          ----------------       --------------
Income before
 limited partners' interest
 in operating partnership
 income                                             17,326               64,972

Limited partners'
 interest in operating
 partnership income                                (36,636)                   -
                                          ----------------       --------------
Net (Loss) Income                         $        (19,310)      $       64,972
                                          ================       ==============

Basic and diluted loss per
 common share                             $           (.04)      $          N/A
                                          ================       ==============

Dividends per common share                $              -       $          N/A
                                          ================       ==============

Weighted average common shares
 outstanding                                       479,226                  N/A
                                          ================       ==============






              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>


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<TABLE>


                          PROPERTY CAPITAL TRUST, INC.
                      Consolidated Statements of Cash Flows
                For the Three Months Ended March 31,2000 and 1999
<CAPTION>

                                                 2000               1999
                                             -----------        -----------
<S>                                        <C>                  <C>

Cash Flows from Operating Activities:
 Net income (loss)                          $        (19,310)    $     64,972
 Limited partners' interest in
   operating partnership income                       36,636                -
 Adjustments to reconcile net
   income to net cash
   (used in) provided by
   operating activities:
   Depreciation and amortization                       9,191            7,773
   Decrease in deferred rent                          11,613           11,613
   Decrease in accrued expenses                      (19,700)          (7,501)
                                            -----------------    -------------
     Total Adjustments                                 1,104           11,885
                                            -----------------    -------------
     Net cash provided by
     operating activities                             18,430           76,857
                                            -----------------    -------------

Cash Flows From Investing Activities:
   Expenditures for deferred charges                       -          (12,000)
                                            -----------------    -------------
   Net cash used in investing activities                   -          (12,000)
                                            -----------------    -------------

Cash Flows From Financing Activities:
 Principal paid on mortgage payable                   (3,295)               -
 Distributions to partners                           (36,636)         (72,500)
                                            -----------------    -------------
   Net cash used in
   financing activities                              (39,931)         (72,500)
                                            -----------------    -------------

Net decrease in cash                                 (21,501)          (7,643)

Cash, beginning of quarter                           180,931          153,094
                                            -----------------    -------------

Cash, end of quarter                        $        159,430     $    145,451
                                            =================    =============

Supplemental disclosure of cash
 paid during the year for interest          $         20,346     $          -
                                            =================    =============

              The accompanying notes are an integral part of these
                       consolidated financial statements.
</TABLE>



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                          PROPERTY CAPITAL TRUST, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)    BASIS OF PRESENTATION

The interim  consolidated  financial  statements presented have been prepared by
Property  Capital  Trust,  Inc.  ("PCT")  without  audit and,  in the opinion of
management, reflect all adjustments of a normal recurring nature necessary for a
fair  statement of its financial  position at March 31, 2000, and the results of
its operations and cash flows for the three months ended March 31, 2000. Interim
results  are  not  necessarily  indicative  of  results  for a  full  year.  The
consolidated  financial  statements  represent  the activity of PCT and Property
Capital  Trust  Limited   Partnership   ("PCT  LP"),  a  Massachusetts   limited
partnership of which PCT is the sole general partner.

The  consolidated  financial  statements and notes are presented as permitted by
Form  10-Q  and  do not  contain  certain  information  included  in the  annual
financial statements and notes of PCT. The consolidated financial statements and
notes  included  herein  should  be read in  conjunction  with the  consolidated
financial  statements  and notes included in PCT's Current Annual Report on form
10-K, filed with the Securities and Exchange Commission on March 29, 2000.

(2)      BUSINESS AND ORGANIZATION

PCT LP was formed pursuant to the provisions of the Uniform Limited  Partnership
Act of  Massachusetts  to  acquire,  hold,  develop,  operate,  and  lease  real
property. PCT LP owns and operates commercial real estate located at 51 New York
Avenue, Framingham, Massachusetts.

In May 1999,  Maryland  Property  Capital Trust,  Inc., a Maryland  corporation,
merged  with  Property   Capital  Trust  (the   "Trust"),   a  publicly   traded
Massachusetts  business trust. PCT changed its name to "Property  Capital Trust,
Inc." and  intends to  continue  to qualify as a Real  Estate  Investment  Trust
("REIT").  Immediately  following the merger, PCT LP purchased 319,489 shares of
common  stock of PCT for an  aggregate  price of  $1,000,000,  which  stock  was
distributed  to the partners of PCT LP. PCT LP borrowed  $1,000,000,  secured by
the property  located at 51 New York  Avenue,  Framingham,  Massachusetts,  as a
source of funding this  purchase.  In connection  with these  transactions,  the
partnership  agreement of PCT LP was amended and  restated  and PCT  contributed
$1,000,000  to the  capital  of PCT LP and  became  the  general  partner of the
partnership.

As a result of transactions  outlined above,  PCT LP's limited  partners control
approximately  67% of the voting stock of PCT. Because PCT LP's partners own the
larger  portion  of the  voting  rights of PCT,  PCT LP has been  treated as the
"accounting  acquirer" and  historical  information  of PCT solely  reflects the
financial  information of PCT LP for the periods prior to May 28, 1999, the date
on which the merger was consummated.

(3)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  significant   accounting   policies   followed  by  PCT  in  preparing  its
consolidated  financial  statements  are set forth in Note (1) to such financial
statements  included in Form 10-K for the year ended  December 31, 1999. PCT has
made no significant change in these policies during the three months ended March
31, 2000.


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(4)    SEGMENT INFORMATION

Management of PCT has decided to operate the business  with only one  reportable
segment.  The  results of  operations  for the rental  real  estate  segment are
reflected in the accompanying consolidated financial statements.


<PAGE>



                          PROPERTY CAPITAL TRUST, INC.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This  Management's   Discussion  and  Analysis  of  the  Consolidated  Financial
Condition  and  Results of  Operations,  and other  sections  of this  Quarterly
Report, contain forward-looking  statements within the meaning of Section 27A of
the  Securities  Act of 1933 and Section 21E of the  Securities  Exchange Act of
1934, including statements that are based on current expectations, estimates and
projections about the industries in which PCT operates, management's beliefs and
assumptions  made  by  management.  Words  such  as  "expects",   "anticipates",
"intends", "plans", "believes",  "seeks", "estimates",  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  which are difficult to
predict.  These risks, among others,  that could affect PCT's future performance
include:  (i) changes in business  strategy  and  development  places;  (ii) the
business  abilities and judgment of PCT's officers and directors;  (iii) failure
of PCT to qualify as a REIT; (iv) real estate investment considerations, such as
the effect of economic and other  conditions  in PCT's market area in cash flows
and values;  and (v) PCT's ability to generate revenues  sufficient to meet debt
service payments and other operating expenses that are not otherwise paid by the
existing tenant.  Therefore,  actual outcomes and results may differ  materially
from those in such forward-looking  statements.  PCT undertakes no obligation to
update  publicly  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

OVERVIEW

Maryland Property Capital Trust, Inc. ("PCT"), a Maryland corporation was formed
on June 15,  1998.  In May 1999,  PCT merged with  Property  Capital  Trust (the
"Trust"), a publicly traded  Massachusetts  business trust. PCT changed its name
to "Property  Capital Trust,  Inc." and intends to continue to qualify as a Real
Estate  Investment  Trust ("REIT")  under the Internal  Revenue Code of 1986, as
amended.

PCT does not own directly any real estate.  PCT's sole asset is its  approximate
1% general partnership interest and approximate 32.3% common limited partnership
interest in PCT LP.

PCT LP owns 17,250  square feet of real  estate  located at 51 New York  Avenue,
Framingham,  MA. This  property is comprised of 1.1 acres of land  improved by a
one-story  combined office and research  development  building.  Framingham York
Associates  Limited  Partnership,  the  predecessor  of PCT  LP,  acquired  this
property  in 1985.  Currently,  Genzyme  Corporation  is the sole  tenant of the
property.  The lease, as amended,  is for a term of twenty years that expires in
September  2005.  As of March 31, 2000,  PCT LP had an  outstanding  mortgage of
$988,082  that is secured by the real estate and  assignment  of rents under the
operating lease.

PCT relies on the  experience  and  knowledge of its  officers and  directors to
manage its  growth,  if any.  PCT  believes  that its  executive  officers  have
long-standing  relationships with  institutional  owners,  lenders,  bankers and
other real estate operators and developers which PCT anticipates may provide PCT
with access to transaction activity and investment opportunities. As part of its
strategy,  PCT  anticipates  that it may  position  itself to produce  portfolio
growth if and when the capital markets for REIT's recover from the downturn that
began in mid-1998  and as funding for real estate  activities  of publicly  held
entities  becomes  more  readily  available.  Until  PCT is  satisfied  that the
financial  markets are  sufficiently  stabilized  to allow growth of PCT, PCT LP
will be  operated  with the  existing  single  property  and with all  operating
expenses   maintained  at  the  lowest  levels,   consistent   with   regulatory
requirements and other needs. Given appropriate market conditions,  PCT believes
that its REIT  structure  will  allow  PCT to make  tax  efficient  acquisitions
through the  issuance of units of  partnership  interest of PCT LP. PCT also may
issue equity  securities of PCT that may be senior to the shares of common stock
of PCT.

RESULTS OF OPERATIONS

FOR THE THREE  MONTHS ENDED MARCH 31, 2000  COMPARED  WITH THE THREE MONTHS
ENDED MARCH 31, 1999

Revenues

Rental  income  for the  three  months  ended  March 31,  2000 and 1999  totaled
$77,637. Total income for the three months ended March 31, 2000 totaled $78,872,
as compared  to $78,223 for the three  months  ended  March 31,  1999.  The $649
increase is from interest income earned on working capital reserves.

Expenses:

Administrative  and  financial  expenses  increased  $8,415 for the three months
ended March 31,  2000,  as compared to the three  months  ended March 31,  1999.
Certain costs related to the merger,  including the hiring of a transfer  agent,
obtaining  directors  and officers  insurance  and offsite  storage  fees,  were
incurred  during  the three  months  ended  March 31,  2000 and are the  primary
reasons for this increase.

Professional  services  increased $11,274 from $2,500 for the three months ended
March 31,  1999 to $13,774  for the three  months  ended  March 31,  2000.  This
increase  is  primarily  due  to  the   additional   reporting  and   compliance
requirements set forth by the government agencies overseeing public entities.

Interest expense of $27,188 includes $20,346 related to the $1,000,000  mortgage
that was  obtained in April of 1999 and interest of $6,842 that was incurred for
advances made by officers, directors and related affiliates.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were  $159,430  at March  31,  2000 as  compared  to
$145,451 at March 31, 1999. Management has considered the liquidity needs of PCT
and the adequacy of expected  liquidity  sources to meet these needs. As long as
the tenant continues to pay the rent obligation to PCT LP and  substantially all
of the  operating  costs,  as provided for under the existing  lease  agreement,
management   believes  the  level  of  working  capital  provided  by  operating
activities  will  be  sufficient  to pay the  monthly  debt  service,  operating
expenses not paid directly by the tenant, the minimum distributions  required to
maintain  PCT's  REIT  qualification  under the  Internal  Revenue  Code and the
quarterly distributions as required under the partnership agreement of PCT LP.

For the three months ended March 31, 2000,  cash  distributed to the partners of
PCT LP totaled $36,636,  as compared to $72,500 for the three months ended March
31, 1999. In April of 2000,  PCT LP  distributed  an  additional  $36,636 to its
limited partners.

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

(3)      Article of Incorporation and By-Laws

3.1      The Article of Amendment and  Restatement of Property
         Capital Trust, Inc., incorporated herein by reference
         to Exhibit 3.1 to the Company's Annual Report on Form
         10-K for the fiscal  year ended  December  31,  1999,
         filed with the Securities and Exchange  Commission on
         March 29, 2000 (file no. 000-26215).

3.2      By-Laws of Property Capital Trust, Inc., incorporated
         herein by reference  to Exhibit 3.2 to the  Company's
         Annual  Report on Form 10-K for the fiscal year ended
         December  31,  1999,  filed with the  Securities  and
         Exchange  Commission  on March  29,  2000  (file  no.
         000-26215).

(4)      Instruments Defining Rights of Shareholders

4.1      Second  Amended  and  Restated  Agreement  of Limited
         Partnership   of  Property   Capital   Trust  Limited
         Partnership,  dated as of May 28,  1999 by and  among
         Property  Capital  Trust,  Inc. and the persons whose
         names are set forth on Exhibit  A-1  therein is filed
         herewith as Exhibit 4.1.

(27)     Financial Data Schedule is filed herewith as Exhibit 27.

(b)      Reports on Form 8-K.

         No Current  Reports on Form 8-K were  filed by the  Company  during the
quarter ending March 31, 2000.


<PAGE>




                          PROPERTY CAPITAL TRUST, INC.

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED AS OF THE 12TH day of May 2000.

                          PROPERTY CAPITAL TRUST, INC.

                          /S/ BRUCE A. BEAL
                          Bruce A. Beal, President

                          /S/ MICHAEL A. MANZO
                          Michael A. Manzo, Treasurer
                          (Principal Financial Officer)


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