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, 2001
                                       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 April 20, 2001
---------------------                             ---------------------------
Common Stock, $.01 par value                               479,226



<PAGE>
                          PROPERTY CAPITAL TRUST, INC.

                                      INDEX

                                                                    PAGE NUMBER
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Balance Sheets
         March 31, 2001 (unaudited) and December 31, 2000                  3

         Consolidated Statements of Operations
         Three Months ended March 31, 2001 and 2000 (unaudited)            4

         Consolidated Statements of Cash Flows
         Three Months ended March 31, 2001 and 2000 (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 - 10

PART II. OTHER INFORMATION:

Item 6.  Exhibits and Reports on Form 8-K                                 11

                  Signatures                                              12




                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
                          PROPERTY CAPITAL TRUST, INC.
                           Consolidated Balance Sheets
                 March 31, 2001 (Unaudited)and December 31, 2000

                                       March 31, 2001         December 31, 2000
                                      ---------------         -----------------
                                     Assets
Rental Property, at cost
  Land                                   $          -               $   202,500
  Building & Fixtures                               -                 1,243,600
  Tenant improvements                               -                   402,114
                                         ------------               -----------
                                                    -                 1,848,214
  Less Accumulated depreciation                     -                   889,646
                                         ------------               -----------
                                                    -                   958,568

  Cash and Cash Equivalents                 3,305,280                    98,682
  Prepaid Expense                               2,500                     4,319
  Deferred Charges, Net of
   Accumulated Amortization of
   $36,663 in 2000                                  -                    46,109
  Deferred Rent                                     -                   220,638
                                         ------------               -----------
                                         $  3,307,780               $ 1,328,316
                                         ============               ===========
                 Liabilities and Shareholders' Equity (Deficit)
Liabilities:
  Current portion of mortgage
     payable                             $         -                $    14,487
  Notes payable- other                             -                    315,910
  Accounts payable
   and accrued expenses                      280,846                     87,837
  Tenant security deposits                         -                     11,453
                                         -----------               ------------
                                             280,846                    429,687
Mortgage Payable, Net of current
   Portion                                         -                    963,765

Commitments and Contingencies

Limited Partners' Interest
  in Operating Partnership                 3,026,934                    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 equity/deficit               (1,000,000)                (1,477,934)
                                         -----------               ------------
                                                   -                   (477,934)
                                         -----------               ------------
                                         $ 3,307,780               $  1,328,316
                                         ===========               ============
        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       3
<PAGE>
                          PROPERTY CAPITAL TRUST, INC.
                      Consolidated Statements of Operations
               For the Three Months Ended March 31, 2001 and 2000

                                                      2001                 2000
                                                      ----                 ----


Revenues:
 Rental Income                                 $    74,758         $     77,637
 Interest Income                                     1,547                1,235
                                               -----------         ------------
                                                    76,305               78,872
                                               -----------         ------------
Expenses:
 Administrative and financial expenses             177,436               11,393
 Professional services expenses                     93,500               13,774
 Interest expense                                   25,477               27,188
 Depreciation & Amortization                        53,832                9,191
                                               -----------         ------------
                                                   350,245               61,546
                                               -----------         ------------
(Loss) income before gain on sale of
  rental property and limited
  partners' interest in
  Operating partnership income                    (273,940)              17,326

Gain on sale of rental property                  3,402,646                   -

Limited partners' interest in
  operating partnership income                  (2,650,772)             (36,636)
                                               -----------          -----------

Net Income (Loss)                              $   477,934          $   (19,310)
                                               ===========          ===========

Basic and diluted income (loss) per
 common share (NOTE 5)                               $1.00          $      (.04)
                                              ============          ===========

Dividends per common share                    $          -          $         -
                                              ============          ===========

Weighted average common shares
 outstanding                                       479,226              479,226
                                              ============          ===========








        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       4
<PAGE>
                          PROPERTY CAPITAL TRUST, INC.
                      Consolidated Statements of Cash Flows
                For the Three Months Ended March 31,2001 and 2000

                                                      2001              2000
                                                  -----------        ----------
Cash Flows from Operating Activities:
 Net income (loss)                                $   477,934      $   (19,310)
 Gain on sale of rental property                   (3,402,646)
 limited partners' interest in
  operating partnership income                      2,650,772           36,636
 Adjustments to reconcile net
   income (loss) to net cash
   provided by operating activities:
   Depreciation and amortization                       53,832            9,191
   Decrease in prepaid expenses                         1,819                -
   Decrease in deferred rent                           11,613           11,613
   Increase (Decrease) in accrued expenses            193,010          (19,700)
   Decrease in tenant security deposit                (11,453)               -
                                                  -----------      -----------
     Total Adjustments                                248,821            1,104
                                                  -----------      -----------
     Net cash (used for)provided by
     operating activities                             (25,119)          18,430
                                                  -----------      -----------

Cash Flows From Investing Activities:
  Proceeds from sale of rental property             4,562,515                -
                                                  -----------      -----------
   Net cash provided by investing
   activities                                       4,562,515                -
                                                  -----------      -----------

Cash Flows From Financing Activities:
 Principal paid on mortgage payable                  (978,252)          (3,295)
 Principal paid on notes payable                     (315,910)               -
 Distributions to partners                            (36,636)         (36,636)
                                                  -----------      -----------
   Net cash used in
   financing activities                            (1,330,798)         (39,931)
                                                  -----------      -----------

Net increase (decrease) in cash                     3,206,598          (21,501)

Cash, beginning of quarter                             98,682          180,931
                                                  -----------      -----------

Cash, end of quarter                              $ 3,305,280      $   159,430
                                                  ===========      ===========

Supplemental disclosure of cash
 paid during the year for interest                $    67,437      $    20,346
                                                  ===========      ===========

        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                       5
<PAGE>
                          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, 2001, and the results of
its operations and cash flows for the three months ended March 31, 2001. 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 27, 2001.

(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.  Prior  to the sale to  Genzyme  Corporation,  PCT LP owned  and
operated  commercial  real  estate  located at 51 New York  Avenue,  Framingham,
Massachusetts.

     On March 28, 2001, PCT LP consummated  the sale of the property  located at
51 New York Avenue,  Framingham,  Massachusetts ("51 New York Avenue) to Genzyme
Corporation for an aggregate purchase price of $4,750,000. 51 New York Avenue is
comprised  of 1.1 acres of land  improved  by a  one-story  combined  office and
research and development  building.  Prior to the sale, Genzyme  Corporation was
the sole tenant of the property.  The sale was consummated pursuant to the terms
of the  Purchase  and Sale  Agreement  dated  March 5, 2001  between  PCT LP and
Genzyme Corporation.  PCT LP paid a brokerage fee in connection with the sale of
the 51 New York Avenue of $142,500 (representing 3% of the aggregate sale price)
to The  Beal  Companies,  LLP.  PCT LP  also  paid  debts  totaling  $1,365,333,
consisting of $1,000,955 as payment in full on a loan from Boston Private Bank &
Trust that was secured by a mortgage on 51 New York Avenue, and $364,378 in full
satisfaction  of a loan  incurred by PCT LP to The Beal  Companies LLP in May of
1999.  Under  the  terms  of PCT  LP's  Class A and  Class B  preferred  limited
partnership interests,  the Class A and Class B partners have a right to receive
substantially all of the net proceeds available for distribution.

(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, 2000. PCT has
made no significant change in these policies during the three months ended March
31, 2001.
                                       6
<PAGE>
(4)  SEGMENT INFORMATION

     Management  of PCT had  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.

(5)  BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE

     Basic and diluted  income per common share for the three month period ended
March 31,  2001 was $1.00,  compared  with a basic and  diluted  loss per common
share of $.04 for the three month period ended March 31, 2000.  The $1.00 income
per common share is attributable solely to the gain from the sale of 51 New York
Avenue.  PCT's  rights to  payment  in  liquidation  of PCT LP are junior to the
rights of the holders of Class A preferred  limited  partnership  interests  and
Class  B  preferred  limited  partnership  interests.  As a  result,  management
anticipates  that  the  shareholders  of PCT will not  receive  any  liquidation
payments upon a liquidation of PCT LP and PCT.
































                                       7
<PAGE>
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 on cash flows
and  values;  (v) PCT's  ability to pay  outstanding  debts and other  operating
expenses; and (vi) PCT's inability to make liquidation payments to shareholders,
based  on the  liquidation  preferences  of the  Class A and  Class B  preferred
partnership  interests of PCT LP vis-a-vis PCT's ownership of common partnership
units of PCT LP.  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

Property  Capital  Trust,  Inc.'s  ("PCT")  sole asset is its  approximately  1%
general  partnership  interest and approximate 32.3% common limited  partnership
interest in Property Capital Trust Limited Partnership ("PCT LP").

PCT LP, up until March 28, 2001, owned 17,250 square feet of real estate located
at 51 New York Avenue,  Framingham, MA ("51 New York Avenue"). On March 28, 2001
PCT LP sold the  property  to the  Genzyme  Corporation,  the sole tenant in the
building,  for an aggregate  purchase price of $4,750,000.  Part of the proceeds
from the sale were used to repay the $1,000,955  outstanding  balance (including
principal,  accrued  interest and prepayment  penalties) on its secured mortgage
from Boston  Private  Bank and Trust  Company and to repay  $364,378 to The Beal
Companies,  LLP, in full payment of the outstanding balance (including principal
and accrued  interest)  of the loan  incurred by PCT LP in  connection  with the
merger  transaction  discussed  above. PCT also paid a brokerage fee of $142,500
(representing 3% of the aggregate sale price) to The Beal Companies, LLP.

Management  intends  to  liquidate  both PCT and PCT LP,  as soon as it  becomes
reasonably  practicable to do so. Management  currently believes that all of the
remaining  assets of PCT LP in liquidation  will be used to pay for the expenses
incurred  in  connection  with  the  liquidation  and  in  connection  with  the
distribution of the liquidation preferences of the Class A and Class B preferred
partners  of  PCT  LP,  pursuant  to the  provisions  of  PCT  LP's  partnership
agreement.  As a holder of common  partnership units, PCT's rights to payment in
liquidation are junior to the rights of the holders of Class A preferred limited
partnership interests and Class B preferred limited partnership interests.  As a

                                       8
<PAGE>
result, management anticipates that the shareholders of PCT will not receive any
liquidation payments upon the liquidation of PCT LP and PCT.

Results of Operations

FOR THE THREE MONTHS ENDED MARCH 31, 2001  COMPARED  WITH THE THREE MONTHS ENDED
MARCH 31, 2000

Revenues

Rental income for the three months ended March 31, 2001 totaled $74,758.  Rental
income for the three  months ended March 31, 2000  totaled  $77,637.  The $2,879
decrease  is a result  of the  credit  given to the buyer due to the sale of the
property  three days before the end of the quarter.  Interest  income  earned on
working  capital  reserves  for the three  months  ended March 31, 2001  totaled
$1,547 as compared to $1,235 for the three months ended March 31, 2000.

Administrative  and financial expenses for the three months ended March 31, 2001
were $177,436, as compared to $11,393 for the three months ended March 31, 2000,
an  increase  of  $166,043.  The  increase  in these  costs are  related  to the
approximately  $164,000 of costs accrued in connection  with the liquidation and
dissolution of the PCT and PCT LP.

Professional  services expenses increased by $79,726, from $13,774 for the three
months  ended  March 31, 2000 to $93,500  for the three  months  ended March 31,
2001. This increase is a result of the approximately $84,000 of costs accrued in
connection with the liquidation and dissolution of PCT LP and PCT.

Interest  expense for the three months  ended March 31, 2001 was $25,477,  which
includes  $18,969 of interest  expense incurred in connection with the repayment
of the  $1,000,000  mortgage  from  Boston  Private  Bank and Trust  and  $6,508
incurred in connection  with the repayment of the $315,910 in principal from the
loan made by The Beal Companies, LLP, both of which were repaid in full upon the
sale of 51 New York Avenue.

Loss  before  gain on sale of rental  property  was  $273,940  versus  income of
$17,326  for the three  months  ended  March 31,  2000 due to the accrual of the
liquidation costs discussed above.

Gain on sale of rental  property  for the three  months ended March 31, 2001 was
$3,402,646,  and there was no such gain for the  three  months  ended  March 31,
2000. Net Income  increased  $497,244,  from a net loss of $19,310 for the three
months ended March 31, 2000 to net income of $477,934 for the three month period
ended March 31,  2001.  Income per common share for the three month period ended
March 31, 2001 was $1.00,  compared with a loss per common share of $.04 for the
three month  period  ended March 31, 2000.  The  significant  increases in these
items is  attributable  solely to the gain from the sale of 51 New York  Avenue.
PCT's rights to payment in liquidation of PCT LP are junior to the rights of the
holders of Class A preferred limited partnership interests and Class B preferred
limited partnership interests.  Therefore,  despite the significant increases in
these  items,  management  anticipates  that  the  shareholders  of PCT will not
receive any liquidation payments upon a liquidation of PCT LP and PCT.


                                       9
<PAGE>
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were  $3,305,280  at March 31,  2001 as  compared to
$98,687 at December 31, 2000,  an increase of  $3,206,593 is due to cash on hand
as a result of the sale of 51 New York Avenue.


Management  intends  to  liquidate  both PCT and PCT LP,  as soon as it  becomes
reasonably  practicable to do so. Management  currently believes that all of the
remaining  assets of PCT LP in liquidation  will be used to pay for the expenses
incurred  in  connection  with  the  liquidation  and  the  distribution  of the
liquidation preferences of the Class A and Class B preferred partners of PCT LP,
pursuant to the  provisions of PCT LP's  partnership  agreement.  As a holder of
common  partnership  units, PCT's rights to payment in liquidation are junior to
the rights of the holders of Class A preferred limited partnership interests and
Class  B  preferred  limited  partnership  interests.  As a  result,  management
anticipates  that  the  shareholders  of PCT will not  receive  any  liquidation
payments upon the liquidation of PCT LP and PCT.

For the three months ended March 31, 2001,  cash  distributed to the partners of
PCT LP totaled  $36,636.  In April of 2001,  PCT LP  distributed  an  additional
$36,636 to its limited partners.




























                                       10
<PAGE>
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.

        (10)   Material Contracts

               10.1 Purchase and Sale Agreement, dated March 5, 2001, among
                    Property  Capital  Trust  Limited  Partnership  and  Genzyme
                    Corporation is  incorporated  herein by reference to Exhibit
                    10.1 to PCT's  annual  report  on Form 10-K  filed  with the
                    Securities and Exchange Commission on March 27, 2001.

(b)     Reports on Form 8-K.

        None












                                       11
<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 15th day of May 2001.

                                             PROPERTY CAPITAL TRUST, INC.




                                             /s/ Bruce A. Beal
                                           -----------------------------------
                                            Bruce A. Beal, President




                                            /s/ Michael A. Manzo
                                            -----------------------------------
                                            Michael A. Manzo, Treasurer
                                            (Principal Financial Officer)





















                                       12