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

                                   Form 10-QSB

  (Mark One)

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

                  For the quarterly period ended September 30, 2002

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

        For the transition period ended ______________to________________

                        Commission file number 333-35063

                               Baron Capital Trust

        (Exact name of small business issuer as specified in its charter)

            Delaware                                          31-1574856

  (State or other jurisdiction                              (IRS Employer
of incorporation or organization)                         Identification No.)

               3570 U.S. Highway 98 North, Lakeland, Florida 33809

                    (Address of principal executive offices)

                                 (863) 853-2882

                           (Issuer's telephone number)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes |X| No |_|

As of the date of this Report, the Registrant has outstanding 978,767 shares of
beneficial interest ("Common Shares"), its only class of common equity.

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

      See following pages.


                                       2
<PAGE>

                               BARON CAPITAL TRUST

                      CONSOLIDATED CONDENSED BALANCE SHEETS

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

Cash and Cash Equivalents                                               1,054,158        1,426,375
Restricted Cash                                                           658,243          330,279
Receivables from Affiliates                                             5,856,642        5,783,929
Other Property and Equipment                                               34,513          106,321
Other Assets                                                              716,473          875,673
                                                                    -------------    -------------
                                                                    $  34,832,468    $  37,421,329
                                                                    =============    =============

              LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Mortgages payable                                                $  19,823,498    $  20,049,005
   Mortgages payable - rental property held for sale                $   1,455,201    $   3,112,020
   Accounts payable and accrued liabilities                               918,973        1,100,426
   Notes payable                                                        2,068,366        1,852,136
   Payables to affiliates                                               1,144,569        1,173,240
   Security deposits                                                      247,958          221,911
                                                                    -------------    -------------
         Total liabilities                                             25,658,565       27,508,738
                                                                    -------------    -------------

Shareholders' Equity:
   Common shares of beneficial interest, no par value; 25,000,000
      shares authorized; 978,767 and 936,346 shares issued and
      outstanding                                                      18,882,893       18,950,773
   Deficit                                                             (9,366,483)      (8,695,675)
   Distributions                                                         (342,507)        (342,507)
                                                                    -------------    -------------
         Total shareholders' equity                                     9,173,903        9,912,591
                                                                    -------------    -------------
                                                                    $  34,832,468    $  37,421,329
                                                                    =============    =============
</TABLE>

                See notes to consolidated financial statements.


                                       F-1
<PAGE>

                               BARON CAPITAL TRUST

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Nine Months Ended               Three Months Ended
                                                               September 30,                   September 30,
                                                               -------------                   -------------
Revenues:                                                  2002            2001            2002            2001
                                                           ----            ----            ----            ----
<S>                                                    <C>             <C>             <C>             <C>
   Property:
      Rental                                           $  4,068,791    $  4,234,132    $  1,347,876    $  1,289,137
   Interest and other income                              1,180,787       1,086,763         415,451         419,402
                                                       ------------    ------------    ------------    ------------
                                                          5,249,578       5,320,895       1,763,327       1,708,539
                                                       ------------    ------------    ------------    ------------

Real Estate Expenses:
   Depreciation                                             800,528         853,972         326,465         357,881
   Amortization of loan costs                                61,184          69,753          14,367          30,667
   Interest                                               1,415,651       1,344,748         444,384         329,446
   Repairs and maintenance                                  708,179         827,543         257,503         424,804
   Personnel                                                562,501         614,089         188,789         187,092
   Property taxes                                           346,551         381,152         115,809         117,319
   Property insurance                                       116,854          96,498          38,285          30,943
   Utilities                                                316,197         409,509         106,781         121,328
   Other                                                    368,321         321,142         196,977         195,775
                                                       ------------    ------------    ------------    ------------
                                                          4,695,966       4,918,406       1,689,360       1,795,255
                                                       ------------    ------------    ------------    ------------

Administrative Expenses:
   Personnel, including officer's compensation              648,977         438,381         219,922         133,852
   Professional services                                    218,527          59,931          45,748          (9,014)
   Other                                                    472,913         401,809         172,748         155,899
                                                       ------------    ------------    ------------    ------------
                                                          1,340,417         900,121         438,418         280,737
                                                       ------------    ------------    ------------    ------------
Loss Before Other Expenses and Extraordinary Item          (786,805)       (497,632)       (364,451)       (367,453)
                                                       ------------    ------------    ------------    ------------
Other (Income) Expenses:
   Income from loan discount repayment                           --        (400,881)             --        (400,881)
   Impairment of investments                                     --              --              --              --
   Provision (recovery) for loan losses                      39,996        (465,514)        (54,383)       (465,514)
   Mortgage prepayment penalties                                 --         827,013              --         292,938
   Write-off of loan costs on refinanced loans                   --         176,769              --          28,539
   (Gain) / Loss on sale of investment held for sale        (19,571)        210,854         (19,571)             --
                                                       ------------    ------------    ------------    ------------
                                                             20,425         348,241         (73,954)       (544,918)
                                                       ------------    ------------    ------------    ------------
Loss Before Extraordinary Item                             (807,230)       (845,873)       (290,497)        177,465
                                                       ------------    ------------    ------------    ------------
Extraordinary Items - Extinguishment of Debt:
   Non-affiliates                                           136,422              --         136,422              --
   Affiliates                                                    --       1,267,755              --         135,746
   Former chief executive officer                                --         111,500              --              --
                                                       ------------    ------------    ------------    ------------
                                                            136,422       1,379,255         136,422         135,746
                                                       ------------    ------------    ------------    ------------
Net Income(Loss)                                       $   (670,808)   $    533,382    $   (154,075)   $    313,211
                                                       ============    ============    ============    ============

Loss Per Share - Basic and Diluted :
   Before extraordinary item                           $      (0.83)   $      (0.89)   $      (0.30)   $       0.18
   Extraordinary item                                          0.14            1.45            0.14            0.14
                                                       ------------    ------------    ------------    ------------
   Net Income(Loss)                                    $      (0.69)   $       0.56    $      (0.16)   $       0.32
                                                       ============    ============    ============    ============

Weighted Avg. No. of Common Shares Outstanding              973,147         949,599         978,767         959,830
                                                       ============    ============    ============    ============
</TABLE>

                See notes to consolidated financial statements.


                                       F-2
<PAGE>

                               BARON CAPITAL TRUST

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                              Nine Months Ending
                                                                                                 September 30,
                                                                                              --------------------
                                                                                              2002            2001
                                                                                              ----            ----
<S>                                                                                       <C>             <C>
Cash Flows from Operating Activities:
   Net (Loss) Income                                                                      $   (670,808)   $    533,383
   Adjustments to reconcile net (loss) income to net cash and
      cash equivalents (used in) provided by operating activities:
         Extinguishment of debt                                                               (136,422)     (1,483,974)
         Depreciation                                                                          800,528         853,972
         Write-off of related party notes receivable                                                --        (465,514)
         (Gain) Loss on sale of asset held for investment                                      (19,571)        210,854
         Amortization of loan costs                                                             61,184          69,753
         Provision for loan losses                                                              39,996
         Write-off of loan costs on refinanced mortgages                                            --         176,769
         Changes in operating assets and liabilities:
           Increase in operating assets:
              Other assets                                                                      68,171         (82,377)
           Increase (decrease) in operating liabilities:
              Accounts payable and accrued liabilities                                        (256,657)       (869,579)
              Security deposits                                                                 26,047          16,942
              Accrued interest payable, affiliates                                             178,955              --
                                                                                          ------------    ------------
               Net cash and cash equivalents (used in) provided by operating activities         91,423      (1,039,771)
                                                                                          ------------    ------------

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

Cash Flows from Financing Activities:
   Proceeds from mortgage refinancings                                                              --       8,095,000
   Payments on mortgages payable                                                            (1,664,162)     (8,400,008)
   Proceeds from (payments on) notes payable                                                   216,230        (342,973)
   Increase (Decrease) in loans payable to affiliates, net                                     (87,744)        172,462
                                                                                          ------------    ------------
               Net cash and cash equivalents used in financing activities                   (1,535,676)       (475,519)
                                                                                          ------------    ------------

Net  (Decrease) Increase in Cash and Cash Equivalents                                         (372,217)      1,541,739

Cash and Cash Equivalents, Beginning                                                         1,426,375          20,908
                                                                                          ------------    ------------

Cash and Cash Equivalents, Ending                                                         $  1,054,158    $  1,562,647
                                                                                          ============    ============

Supplemental Disclosure of Cash Flow Information:
   Cash paid for mortgage and other interest                                              $    971,267    $  1,344,748
                                                                                          ============    ============

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

                See notes to consolidated financial statements.


                                       F-3
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Basis of Presentation

            The unaudited consolidated condensed balance sheet as of September
            30, 2002, and the related unaudited consolidated condensed
            statements of operations for the three and nine months ended
            September 30, 2002 and 2001, and the unaudited consolidated
            condensed statements of cash flows for the nine months ended
            September 30, 2002 and 2001 have been prepared by the Trust. In the
            opinion of management, all adjustments (which include
            reclassifications and normal recurring adjustments) necessary to
            present fairly the financial position, results of operations and
            cash flows at September 30, 2002 and for the periods presented, have
            been made. The results of operations for the three and nine months
            ended September 30, 2002 are not necessarily indicative of the
            operating results for the full year.

            Certain information and footnote disclosures normally included in
            the financial statements prepared in accordance with accounting
            principles generally accepted in the United States have been
            condensed or omitted. It is suggested that these consolidated
            financial statements be read in conjunction with the Trust's
            financial statements and notes thereto included in its December 31,
            2001 Annual Report on Form 10-KSB.

      Organization

            Baron Capital Trust (the "Trust"), a Delaware business trust, is the
            general partner of Baron Capital Properties, L.P. (the "Operating
            Partnership" or the "Partnership"), a Delaware limited partnership,
            and owns 100% of the outstanding shares of BARCAP Realty Services
            Group, Inc., the Trust's Taxable REIT Subsidiary (the "TRS"). (The
            Trust, the Operating Partnership and the TRS are referred to
            hereinafter collectively as the "Company".) Together they constitute
            an affiliated real estate company whose business is to acquire, own,
            operate, manage and improve equity and debt interests in residential
            apartment properties located in the United States for long-term
            ownership, and thereby seek to maximize current and long-term income
            and the value of its assets. As its general partner, the Trust
            controls the operations of the Operating Partnership. The Trust
            controls the operations of the TRS by virtue of owning all of its
            outstanding stock. The Operating Partnership conducts all of the
            Trust's real estate operations and holds title to all property
            interests acquired. The TRS manages residential apartment properties
            for third party owners, and shares personnel and space with the
            Operating Partnership.

             The Trust also owns the largest limited partnership interest in the
             Operating Partnership. As of September 30, 2002, the Trust owned
             978,767 units of limited partnership interest ("Units") in the
             Operating Partnership (or approximately 23% of the then outstanding
             Units). Such Units represent Units acquired by the Trust from the
             Operating Partnership with the net proceeds from the Trust's Cash
             Offering completed in May 2000 and Units assigned to the Trust by
             holders of Units who have elected to convert their Units into
             common shares of beneficial interest ("Trust Shares") in the Trust
             since the completion of the Operating Partnership's Exchange
             Offering completed in April 2000. 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


                                      F-4
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization (cont'd)

            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's Declaration authorizes it to issue up to 25,000,000
            shares of beneficial interest, no par value per share, consisting of
            common shares and of preferred shares of such classes with such
            preferences, conversion or other rights, voting powers,
            restrictions, limitations as to dividends, qualifications, or terms
            or conditions of redemption as the Board of Trustees of the Trust
            may create and authorize from time to time in accordance with
            Delaware law and the Declaration.

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

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

            The Trust commenced operations on February 3, 1998, at which time it
            received its initial capital contribution.

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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

NOTE 3. SALE OF PROPERTY

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


                                      F-5
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

NOTE 3. SALE OF PROPERTY (cont'd)

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

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

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

NOTE 4. COMMITMENTS AND CONTINGENCIES

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

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

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

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

NOTE 5. NET INCOME (LOSS) PER SHARE

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


                                      F-6
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (UNAUDITED)

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

            Basic net income (loss) per share equals net income (loss) divided
            by the weighted average shares outstanding during the period. The
            computation of diluted net income (loss) per share that includes
            dilutive Common Share equivalents in the weighted average shares
            outstanding has not been presented, as it is anti-dilutive for the
            three and nine months ended September 30, 2002 and 2001.

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

<TABLE>
<CAPTION>
                                                                                             Net
                                                            Net                            Income
                                                           Income        Weighted          (Loss)
                                                           (Loss)     Average Shares      Per Share
                                                           ------     --------------      ---------
          <S>                                            <C>              <C>               <C>
          For the three months ended September 30:
             2002                                        $( 154,075)      978,767           $(0.16)
                                                         ==========       =======           ======
             2001                                        $  313,211       959,830           $ 0.32
                                                         ==========       =======           ======

          For the nine months ended September 30:
             2002                                        $ (670,808)      973,147           $(0.69)
                                                         ==========       =======           ======
             2001                                        $  533,382       949,599           $ 0.56
                                                         ==========       =======           ======
</TABLE>

NOTE 6. SETTLEMENT AGREEMENTS

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


                                      F-7
<PAGE>

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

      The following discussion should be read in conjunction with the
      Consolidated Financial Statements of Baron Capital Trust (the "Registrant"
      or the "Trust") 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 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 Trust's other Securities and Exchange Commission filings and reports.
      In addition, such statements could be affected by general domestic and
      international economic conditions. The forward-looking statements
      contained in this Report speak only as of the date on which they are made,
      and the Trust does not undertake any obligation to update any
      forward-looking statement to reflect events or circumstances after the
      date of this Report. If the Trust does update one or more forward-looking
      statements, investors and others should not conclude that the Trust will
      make additional updates with respect thereto or with respect to other
      forward-looking statements.

      Operating Results

      Background Information

      Baron Capital Trust (the "Trust"), a Delaware business trust, and its
      operating partnership, Baron Capital Properties, L.P. (the "Operating
      Partnership"), a Delaware limited partnership, began operations in 1998.
      The Trust also owns 100% of the outstanding shares of BARCAP Realty
      Services Group, Inc., the Trust's Taxable REIT Subsidiary (the "TRS"),
      which commenced operations in December of 2001. (The Trust, the Operating
      Partnership and the TRS are referred to hereinafter collectively as the
      "Company".) Together they constitute an affiliated real estate company
      whose business purpose is to acquire, own, operate, manage and improve
      equity and debt interests in residential apartment properties located in
      the United States for long-term ownership, and thereby seek to maximize
      current and long-term income and the value of its assets.


                                       3
<PAGE>

      The Trust is the general partner of the Operating Partnership and, in such
      capacity, controls the activities of the Operating Partnership. The Trust
      controls the TRS by virtue of owning all of its outstanding stock. The
      Operating Partnership conducts all of the Trust's real estate operations
      and holds title to all property interests acquired. The TRS manages
      residential apartment properties for third party owners, and shares
      personnel and space with the Operating Partnership.

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

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

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

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


                                       4
<PAGE>

      Initiatives of New Management

      In the second half of 2000, the Trust replaced former management. Since
      that time, the new management team appointed by the Board of Trustees has
      reviewed operations and implemented several initiatives to improve the
      operating results of the Operating Partnership's properties. So far in
      2002, the Company has achieved the financial targets of its 12-month
      operating plan proposed by management and adopted by the Board of
      Trustees. Management has also implemented several cost saving measures,
      including the consolidation of its principal offices to Lakeland, Florida
      and the sale or refinancing of certain of its properties.

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

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

      The Trust is also in discussions with other apartment owners, and is
      exploring business combinations that will bring it economies of scale and
      the size it needs for listing the Trust Shares on a recognized securities
      exchange. Additional size is also desirable to give the Operating
      Partnership the operating margin necessary to support the professional
      management team necessary for ensuring an optimum level of performance.

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

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


                                       5
<PAGE>

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

      o     sustaining the level of financial performance achieved in 2002,

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

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

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

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

      Rental revenues decreased by $165,341 from $4,234,132 for the nine months
      ended September 30, 2001 to $4,068,791 for the nine months ended September
      30, 2002. The decrease in rental revenues was the result of the general
      downturn in the U.S. economy, which has translated into a softer apartment
      rental market, and the sale of the Glen Lakes property in April 2001.
      Interest and other income increased by $94,024 from $1,086,763 for the
      nine months ended September 30, 2001 to $1,180,787 for the nine months
      ended September 30, 2002. The increase was primarily due to the management
      fees received by the TRS (which had been earned and paid to an unrelated
      entity in 2001), offset by the pay down of notes receivable owed to the
      Operating Partnership by properties which were refinanced in 2001
      resulting in reduced accrued interest income in 2002. Real Estate Expenses
      for the properties owned by the Operating Partnership decreased by
      $222,440 from $4,918,406 for the nine months ended September 30, 2001 to
      $4,695,966 for the nine months ended September 30, 2002. The reduction in
      Real Estate Expenses was principally due to termination of the Glen Lakes
      property expenses upon the sale of the property, offset by increased
      interest expense occasioned by the higher level of first mortgages on the
      properties refinanced in 2001. Administrative Expenses increased by
      $440,296 from $900,121 for the nine months ended September 30, 2001 to
      $1,340,417 for the nine months ended September 30, 2002, primarily due to
      the credits and adjustments made in Professional services in the nine
      months ended September 30, 2001, and the inclusion in 2002 of the TRS
      personnel costs, which had previously been borne by an unrelated entity.
      Other Expenses for the nine months ended September 30, 2002 were $20,425.
      This expense is the result of an adjustment in the provision for loan
      losses on mortgage notes receivable, offset by a gain of $19,571 from the
      sale of the Stadium Club apartments. The Trust's Net Loss for the nine
      months ended September 30, 2002 was $670,808 compared to Net Income of
      $533,382 for the nine months ended


                                       6
<PAGE>

      September 30, 2001. The difference is primarily attributable to the
      $1,379,255 extinguishment of debt in 2001, related primarily to the sale
      of the Glen Lakes property.

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

      Rental revenues increased by $58,739 from $1,289,137 for the three months
      ended September 30, 2001 to $1,347,876 for the three months ended
      September 30, 2002. The increase in rental revenues was primarily the
      result of rent increases. Interest and other income decreased by $3,951
      from $419,402 for the three months ended September 30, 2001 to $415,451
      for the three months ended September 30, 2002, due primarily to the pay
      down of notes receivable owed to the Operating Partnership by properties
      which were refinanced in 2001, offset by the management fees received by
      the TRS (which had been earned and paid to an unrelated entity in 2001).
      Real Estate Expenses for the properties owned by the Operating Partnership
      decreased by $105,895 from $1,795,255 for the three months ended September
      30, 2001 to $1,689,360 for the three months ended September 30, 2002. The
      reduction in Real Estate Expenses was principally due to a decrease in
      required repairs and maintenance. Administrative Expenses increased by
      $157,681 from $280,737 for the three months ended September 30, 2001 to
      $438,418 for the three months ended September 30, 2002, primarily due to
      the adjustments made in Professional services in the three months ended
      September 30, 2001, and the inclusion in 2002 of the TRS personnel costs,
      which had previously been borne by an unrelated entity. Professional
      expenses in the three months ended September 30, 2001 had a credit balance
      due to adjustments reducing expenses booked in earlier periods. Other
      income for the three months ended September 30, 2002 decreased by $470,964
      from $544,918 to $73,954. The decrease was primarily due to income in 2001
      related to the mortgage refinancings, and recovery in 2001 of provision
      for loan losses on mortgage notes receivable. The Trust's Net Loss for the
      three months ended September 30, 2002 was $154,075 compared to Net Income
      of $313,211 for the three months ended September 30, 2001.

      Liquidity and Capital Resources

      Net Cash Provided by Operating Activities increased by $1,131,194 from
      $1,039,771 cash used in the nine months ended September 30, 2001 to
      $91,423 cash provided in the nine months ended September 30, 2002. The
      decrease in Net Cash Used in Operating Activities was principally due to
      the recognition of extinguishment of debt associated with the Glen Lakes
      sale in 2001, and the $869,579 reduction in accounts payable in 2001. Net
      Cash Provided by Investing Activities decreased $1,984,993 from $3,057,029
      cash provided in the nine months ended September 30, 2001 to $1,072,036
      cash provided in the nine months ended September 30, 2002. The decrease
      was principally due to the recognition of cash proceeds associated with
      the sale of Glen Lakes in 2001 compared to recognition of cash proceeds
      associated with the sale of Stadium Club Apartments in 2002. Net Cash Used
      in Financing Activities increased by $1,060,157 from $475,519 cash used in
      the nine months ended September 30, 2001 to $1,535,676 cash used in the


                                       7
<PAGE>

      nine months ended September 30, 2002. The increase was primarily due to
      the proceeds recorded from mortgage refinancings in 2001.

      During the first nine months of 2002, the Trust generated Funds From
      Operations (Funds from Operations is a measure of profitability in the
      REIT industry, which is measured as Income (Loss) Before Other Expenses
      and Extraordinary Item less Depreciation and Amortization of loan costs)
      of approximately $74,907 compared to Funds From Operations of
      approximately $426,093 during the first nine months of 2001. The $351,186
      decrease is primarily due to the reduction of accrued Interest and other
      income, stemming from the refinancing of properties in 2001 which reduced
      the amounts owed to the Operating Partnership.

      Other Developments

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

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

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

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

      Burlington Residential, Ltd., the owner of the Burgundy Hills Apartments
      project (the "Borrower"), defaulted on the first mortgage loan and a
      separate subordinated mezzanine loan secured by all equity interests in
      the Borrower. The owner of the mezzanine loan filed a legal action to levy
      on the security interest, was awarded control of all equity


                                       8
<PAGE>

      interests in the Borrower and rental payments from the property, and took
      over day-to-day management and development of the property. It also later
      acquired the first mortgage loan from the original lender.

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

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

      In February 2002, the Board of Trustees of the Trust received the
      preliminary findings of a report prepared by an independent auditing firm
      in which the firm opined that certain transactions of the Company
      (including the Alexandria and Riverwalk property investments) entered into
      by former management involved improper conduct. The Board has used the
      preliminary findings for discussions with former management of the Trust
      concerning the transactions and to investigate the rights and obligations
      of the Trust and the Operating Partnership in connection therewith.

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

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


                                       9
<PAGE>

      Economic Concerns

      Four recent developments could have a material impact on the performance
      of the Trust and the Operating Partnership. First is the general downturn
      in the U.S. economy due in large part to the collapse of the technological
      sector. This has translated into a significantly softer summer apartment
      rental market, particularly in Florida. Occupancies and collections have
      been impacted for the last 12 months, and management does not anticipate
      any improvement in the near term.

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

      The third development arises out of the horrible events of September 11,
      2001. While management believes it is still too early to understand how
      deeply this event will impact the confidence of Americans and their way of
      life, it is likely to result in a more cash conscientious consumer, which
      could result in downward pressure on rental rates.

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

Item 3. Controls and Procedures

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

      In October 2002, under the supervision and review of the Trust's Chief
      Executive Officer and Chief Financial Officer, the Trust conducted an
      evaluation of the effectiveness of its disclosure controls and procedures.
      Based on that evaluation, its Chief Executive Officer and Chief Financial
      Officer have concluded that its disclosure controls and procedures are
      effective in alerting them in a timely manner to material information
      regarding the Trust


                                       10
<PAGE>c

      (including its consolidated subsidiaries) that is required to be included
      in its periodic reports to the SEC.

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

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      The Trust 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 Trust taken as a whole.

Item 2. Changes in Securities and Use of Proceeds

      Not Applicable.

Item 3. Defaults upon Senior Securities

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

      See also "Other Developments" under Item 2 of Part I of this Report for a
      description of a contingent liability of the Trust relating to the
      Burgundy Hills Apartments project, which description is incorporated
      hereinto and constitutes a part hereof.

Item 4. Submission of Matters to a Vote of Security Holders

      None.

Item 5. Other Information

      None.


                                       11
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

      (a)

                 Exhibit
                  Number       Description
                  ------       -----------

                   3.1*        Certificate of Business Trust Registration of the
                               Registrant (incorporated herein by reference to
                               Exhibit 3.1 to the Form SB-2 Registration
                               Statement of Baron Capital Trust filed with the
                               Securities and Exchange Commission on September
                               5, 1997).

                   3.2*        Amended and Restated Declaration of Trust for the
                               Registrant made as of April 25, 2002
                               (incorporated herein by reference to Exhibit 3.1
                               to the Current Report on Form 8-K of Baron
                               Capital Trust filed with the Securities and
                               Exchange Commission on May 6, 2002).

                   3.3*        Form of by-laws of the Registrant (incorporated
                               herein by reference to Exhibit 3.3 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).

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

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

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

*     Previously filed

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


                                       12
<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.

November 19, 2002

                               BARON CAPITAL TRUST


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


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


                                       13
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


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


                                       14
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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


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


                                       15