UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2003

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

                  For the transition period ended _____________ to _____________

                        Commission file number 333-35063

                               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 |_| No |X|

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

      See following pages.


                                       2
<PAGE>

                               BARON CAPITAL TRUST

                      CONSOLIDATED CONDENSED BALANCE SHEETS

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

Cash and cash equivalents                                                 1,049,355          1,027,970
Restricted cash                                                             359,880            242,169
Receivables from affiliates                                               5,362,164          5,418,909
Other property and equipment                                                 33,697             45,277
Other assets                                                                666,194            662,520
                                                                       ------------       ------------
                                                                       $ 33,880,619       $ 33,992,036
                                                                       ============       ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Mortgages payable                                                   $ 19,674,877       $ 19,753,903
   Mortgages payable - rental property held for sale (Note 4)             1,486,736          1,486,736
   Accounts payable and accrued liabilities                                 422,999            260,696
   Notes payable                                                            622,943            613,080
   Payables to affiliates                                                 2,394,434          2,384,894
   Security deposits                                                        204,681            197,168
                                                                       ------------       ------------
         Total liabilities                                               24,806,670         24,696,477
                                                                       ------------       ------------

   Minority interests in consolidated partnerships                          347,398            342,405
   Interests of exchangeable partnership units                            6,121,801          6,294,526

Commitments and contingencies (Note 2)

Shareholders' Equity:
   Common shares of beneficial interest, no par value; 25,000,000
      shares authorized; 981,107 shares issued and outstanding           11,526,562         11,520,206
   Deficit                                                               (8,579,305)        (8,519,071)
   Distributions                                                           (342,507)          (342,507)
                                                                       ------------       ------------
         Total shareholders' equity                                       2,604,750          2,658,628
                                                                       ------------       ------------
                                                                       $ 33,880,619       $ 33,992,036
                                                                       ============       ============
</TABLE>

                See notes to consolidated financial statements.


                                      F-1
<PAGE>

                               BARON CAPITAL TRUST

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              For the Quarter Ended
                                                                    March 31,
                                                                    ---------
Revenues:                                                    2003              2002
                                                             ----              ----
<S>                                                       <C>               <C>
   Rentals                                                $ 1,264,840       $ 1,362,470
   Interest and other income                                  324,454           398,570
                                                          -----------       -----------
       Total Revenues                                       1,589,294         1,761,040
                                                          -----------       -----------

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

Administrative Expenses:
   Personnel, including officer's compensation                188,004           124,590
   Professional services                                       71,049            46,570
   Other                                                      110,555           242,774
                                                          -----------       -----------
       Total Administrative Expenses                          369,608           413,934
                                                          -----------       -----------

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

Loss Before Other Interests                                  (231,596)         (129,720)
                                                          -----------       -----------

   Minority interests of limited partners                      (4,993)             (638)
   Interests of  exchangeable partnership units               166,369            92,440
                                                          -----------       -----------

Net Loss                                                  $   (60,234)      $   (36,642)
                                                          -----------       -----------

Loss Per Share - Basic and Diluted :
   Net Loss                                               $     (0.06)      $     (0.04)
                                                          ===========       ===========

Weighted Average Number of Common Shares Outstanding          980,925           970,020
                                                          ===========       ===========
</TABLE>

                See notes to consolidated financial statements.


                                      F-2
<PAGE>

                               BARON CAPITAL TRUST

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                For the Quarter Ended
                                                                                      March 31,
                                                                                      ---------
                                                                               2003              2002
                                                                               ----              ----
<S>                                                                        <C>               <C>
Cash Flows from Operating Activities:
   Net Loss                                                                $   (60,234)      $   (36,642)
   Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
         Minority interests of limited partners                                  4,993               638
         Depreciation                                                          282,379           276,825
         Provision for (recovery of) loan losses                               106,672           (35,122)
         Amortization of loan costs                                             25,824            23,409
         Interests of exchangeable partnership units                          (166,369)          (92,440)
         Changes in operating assets and liabilities:
            Increase in operating assets:
               Other assets                                                    (41,080)          106,962
            Increase (decrease) in operating liabilities:
               Accounts payable and accrued liabilities                        162,303          (429,654)
               Security deposits                                                 7,513            10,825
                                                                           -----------       -----------
                  Net cash provided by (used in) operating activities          322,001          (175,199)
                                                                           -----------       -----------

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

Cash Flows from Financing Activities:
   Payments on mortgages payable                                               (79,026)          (93,645)
   Proceeds from notes payable                                                   9,863                --
   Increase in payables to affiliate, net                                        9,540            29,354
                                                                           -----------       -----------

                  Net cash used in financing activities                        (59,623)          (64,291)
                                                                           -----------       -----------

Net (Decrease) Increase in Cash and Cash Equivalents                            21,385          (376,122)

Cash and Cash Equivalents, Beginning                                         1,027,970         1,426,375
                                                                           -----------       -----------

Cash and Cash Equivalents, Ending                                          $ 1,049,355       $ 1,050,253
                                                                           ===========       ===========

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

                See notes to consolidated financial statements.


                                      F-3
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Organization

      Baron Capital Trust (the "Trust"), a Delaware business trust, is the
      general partner of Baron Capital Properties, L.P. (the "Partnership" or
      the "Operating Partnership"), a Delaware limited partnership. The Trust
      owns all of the outstanding capital stock of Barcap Realty Services Group,
      Inc., a Delaware corporation that is the Trust's Taxable REIT Subsidiary
      ("Barcap"). (The Trust, the Partnership and Barcap are referred to
      hereinafter collectively as the "Company".) Together they constitute an
      affiliated real estate company whose business purpose is to acquire, own,
      operate, manage and improve equity and debt interests in residential
      apartment properties located in the United States for long-term ownership,
      and thereby to seek to maximize current and long-term income and the value
      of its assets. As the Partnership's general partner, the Trust controls
      the activities of the Partnership. The Trust controls the operations of
      Barcap by virtue of owning all of its outstanding capital stock. The
      Partnership conducts all of the Trust's real estate operations and holds
      title to all property interests acquired. As of the date of this Report,
      Barcap manages residential apartment properties totaling 1,577 units for
      third party owners, and shares personnel and space with the Partnership.

      The Trust also owns the largest limited partnership interest in the
      Partnership. As of March 31, 2003, the Trust owned a total of 981,107
      units of limited partnership interest ("Units") in the Partnership (or
      approximately 29.7% of the then outstanding Units). Holders of Units
      (other than the Trust) are entitled to exchange all or a portion of their
      Units at any time and from time to time on a one-for-one basis for an
      equivalent number of Common Shares of the Trust, so long as the exchange
      would not cause the exchanging party to own (taking into account certain
      ownership attribution rules) in excess of 5% of the then outstanding
      Common Shares, subject to the Trust's right to cash out any holder of
      Units who requests an exchange and subject to certain other exceptions.
      Since the Units held by the Trust comprise substantially all of its
      assets, the operating results of the Trust are primarily dependent upon
      the operating results of the Partnership. The Trust, which like the
      Partnership is an SEC reporting company, has elected to be taxed as a real
      estate investment trust (REIT) for federal income tax purposes.

      The Trust'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 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 condensed financial statements include the
      accounts of the Trust, Barcap and the Partnership, which controlled 20
      limited partnerships that at March 31, 2003 had a direct or indirect
      equity and/or debt interest in 27 apartment communities.


                                       F-4
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Organization (Continued)

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

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

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

      Basis of Presentation

      The unaudited consolidated condensed balance sheet as of March 31, 2003,
      and the related unaudited consolidated condensed statements of operations
      for the three months ended March 31, 2003 and 2002, and the unaudited
      consolidated condensed statements of cash flows for the three months ended
      March 31, 2003 and 2002 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 March 31, 2003 and for the periods
      presented, have been made. The results of operations for the three months
      ended March 31, 2003 are not necessarily indicative of the operating
      results for the full year.

      Certain information and footnote disclosures normally included in the
      financial statements prepared in accordance with accounting principles
      generally accepted in the United States of America have been condensed or
      omitted. It is suggested that these consolidated financial statements be
      read in conjunction with the Trust's financial statements and notes
      thereto included in its December 31, 2002 Annual Report on Form 10-KSB.

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

      The Trust previously restated its 2002 financial statements to allocate a
      portion of its net loss for the year ended December 31, 2002 to interests
      of exchangeable partnership units (see NOTE 2 to the financial statements
      included in the Trust's 2002 Annual Report filed on Form 10-KSB).
      Accordingly, a portion of the Trust's previously reported net loss for the
      three months ended March 31, 2002 has been correspondingly allocated to
      interests of exchangeable partnership units.


                                      F-5
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Receivables from Affiliates

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

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

      Rental Properties and Depreciation

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

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

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

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

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

      The Partnership's properties have operations and cash flows that can be
      clearly distinguished from the rest of the Partnership. Property
      dispositions which are newly initiated after January 1, 2002 will be
      reported in discontinued operations provided the operations from such
      properties


                                      F-6
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Rental Properties and Depreciation (continued)

      are eliminated from the ongoing operations of the Partnership and the
      Partnership will not have any continuing involvement after disposition.

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

      Recent Accounting Pronouncements

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

NOTE 2. COMMITMENTS AND CONTINGENCIES

      Contracts to Purchase Additional Properties

      In 1998, former management caused the Trust to co-guarantee (together with
      Gregory K. McGrath, a founder and the former Chief Executive Officer of
      the Trust and the Partnership) a first mortgage construction loan secured
      by a residential apartment property referred to as Burgundy Hills
      Apartments under development in Florence, Kentucky (Cincinnati
      metropolitan area) (the "Burgundy Hills Property"). Assuming that the
      Borrower (defined below) completed the property development as originally
      planned and that certain other specified conditions were fulfilled, the
      Borrower would have been able to borrow up to a maximum principal amount
      of $19 million under the terms of the first mortgage loan. The Trust, as
      guarantor, may have a contingent liability for the full outstanding amount
      of the loan, which as of October 1, 2001 was $6,478,000 (the latest
      verified information available).

      Burlington Residential, Ltd., the owner of the Burgundy Hills Property
      development formerly controlled by Mr. McGrath (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


                                      F-7
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 2. COMMITMENTS AND CONTINGENCIES (continued)

      Contracts to Purchase Additional Properties (continued)

      construction and property management firm in Central Ohio), intend to
      complete construction of all or a portion of the Burgundy Hills Property
      development and then sell it. They appear to have completed construction
      on the last building in the first phase of the development and have listed
      the property for sale.

      Given the facts that Burgundy-Boone, LLC enforced its security interest
      and was awarded control of all equity interests in the Borrower and that
      Burgundy-Boone, LLC also owns the first mortgage loan and the mezzanine
      loan, management and legal counsel believe that it is not probable that
      the Trust's guaranty (described above) is still enforceable. However, due
      to the uncertainty as to the status of the first mortgage loan and
      mezzanine loan and as to the actions and intentions of Burgundy-Boone,
      LLC, and due to the Trust's inability to verify all information it has
      received from other parties, the Trust's exposure on the guaranty remains
      uncertain.

      Mortgages Payable

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

      Pending Litigation

      The 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.

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


                                      F-8
<PAGE>

                               BARON CAPITAL TRUST

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   (Continued)

NOTE 2. COMMITMENTS AND CONTINGENCIES (continued)

      Pending Litigation (continued)

      the grounds that plaintiff failed to present evidence that the Trust was a
      party to the transaction, that the Trust is a successor to or an affiliate
      of Wakul, Inc. and liable for its obligations, or that the Trust performed
      any actions in or directed at Texas that might subject it to the
      jurisdiction of Texas courts. The plaintiff has the right to appeal the
      decision or to file suit against the Trust in Florida or any other state
      where it can prove minimum contacts with the forum state.

NOTE 3. NET LOSS PER COMMON 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.

      Basic net loss per share equals net loss divided by the weighted average
      shares outstanding during the period. The computation of diluted net 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 months ended March 31, 2003 and 2002.

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

<TABLE>
<CAPTION>
                                                                           Weighted         Loss
                                                      Net Loss         Average Shares    Per Share
                                                      --------         --------------    ---------
<S>                                                    <C>                <C>             <C>
          For the three months ended March 31:
            2003                                       $ (60,234)         980,925         $(0.06)
                                                       =========          =======         ======
            2002                                       $ (36,642)         970,020         $(0.04)
                                                       =========          =======         ======
</TABLE>

NOTE 4. SUBSEQUENT EVENT

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

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

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

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


                                      F-9
<PAGE>

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

      The following discussion should be read in conjunction with the
      Consolidated Financial Statements of Baron Capital 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 apply 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.

      Critical Accounting Policies and Estimates

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

      The Trust's long-lived assets, primarily interests in real estate held for
      investment, are carried at cost unless circumstances indicate that the
      carrying value of the assets may not


                                       3
<PAGE>

      be recoverable. Management reviews long-lived assets for impairment
      whenever events or changes in circumstances indicate such an evaluation is
      warranted. The review involves a number of assumptions and estimates used
      in determining whether impairment exists. Depending on the asset,
      management uses varying methods such as: (i) estimating future cash flows,
      (ii) determining resale values by market, or (iii) applying a
      capitalization rate to net operating income using prevailing rates in a
      given market. These methods of determining fair value can fluctuate up or
      down significantly as a result of a number of factors including changes in
      the general economy of those markets in which the Operating Partnership
      operates and demand for residential apartment unit rentals. If management
      determines that impairment exists due to the inability to recover an
      asset's carrying value, a provision for loss is recorded to the extent
      that the carrying value exceeds estimated fair value. Management
      determined that no adjustments were required to carrying values during the
      three months ended March 31, 2003.

      Operating Results

      Background Information

      Baron Capital Trust (the "Registrant" or 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. The Trust and the Operating Partnership began operations in
      1998. (The Trust, the Operating Partnership and Barcap Realty Services
      Group, Inc., a Delaware corporation that is the Trust's Taxable REIT
      Subsidiary ("Barcap"), are referred to hereinafter collectively as the
      "Company".) Together they constitute an affiliated real estate company
      whose business purpose is to acquire, own, operate, manage and improve
      equity and debt interests in residential apartment properties located in
      the United States for long-term ownership, and thereby to seek to maximize
      current and long-term income and the value of its assets. As the Operating
      Partnership's general partner, the Trust controls the activities of the
      Operating Partnership. The Operating Partnership conducts all of the
      Trust's real estate operations and holds title to all property interests
      acquired. The Trust controls Barcap by virtue of owning all of its
      outstanding capital stock. As of the date of this Report, Barcap manages
      residential apartment properties totaling 1,322 units for third party
      owners, and shares personnel and space with the Operating Partnership.

      The Trust also owns the largest limited partnership interest in the
      Operating Partnership. As of August 1, 2003, the Trust owned 981,107 units
      of limited partnership interest ("Units") in the Operating Partnership (or
      approximately 29.7% of the then outstanding Units). Limited partners of
      the Operating Partnership (other than the Trust) hold Units that are
      convertible by them into common shares of beneficial interest in the Trust
      ("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.


                                       4
<PAGE>

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

      Initiatives of New Management

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

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

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

      As part of the Company's ongoing operations, management identified three
      properties whose performance negatively impacted operating results and
      recommended the immediate disposition of these properties. Accordingly, in
      April 2001, the Operating Partnership sold its interests in the Glen Lake
      property, a 144-unit residential apartment property located in St.
      Petersburg, Florida; in September 2002, it sold its interests in the
      Stadium Club property, a 223-unit student apartment property located in
      Statesboro, Georgia; and in April 2003, it sold its interests in the
      Steeplechase Apartments property, a 72-unit residential apartment property
      located in Anderson, Indiana. The Operating Partnership sold the
      properties because the revenue from their operations did not cover
      operating expenses and they required substantial and frequent cash
      infusions. (See the Operating Partnership's 2002 Annual Report on Form
      10-KSB previously filed with the Securities and Exchange Commission and
      NOTE 4. SUBSEQUENT EVENT in the financial statements accompanying this
      Report.)


                                       5
<PAGE>

      The Trust is also in discussions with other apartment owners, and is
      exploring business combinations that will bring it economies of scale and
      the size it needs for the possible listing of Trust Shares on a recognized
      securities exchange. Additional size is also desirable to give the Trust
      and the Operating Partnership the operating margin necessary to support
      the professional management team necessary for ensuring an optimum level
      of performance and to cover the Company's expenses associated with being a
      public company, including legal, accounting and filing fees.

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

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

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

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

      o     sustaining the level of financial performance achieved in 2002,

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

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

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

      Management believes that the actions presently being taken provide the
      long-term opportunity to improve the Company's profitability and
      liquidity. Consistent with the


                                       6
<PAGE>

      philosophy of the Trust's Chief Executive Officer, a series of informal
      communications to registered Trust shareholders and Operating Partnership
      unit holders was begun in late 2000. The favorable response generated by
      these communications has resulted in management organizing a regular
      quarterly informal communication beginning in the second quarter of 2002
      that has continued to the present.

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

      Rental revenues decreased by $97,630 from $1,362,470 for the three months
      ended March 31, 2002 to $1,264,840 for the three months ended March 31,
      2003. The decrease in rental revenues was the result of the sale of the
      Stadium Club property in September 2002 and the general downturn in the
      U.S. economy, which has translated into a softer apartment rental market.
      Interest and other income decreased by $74,116 from $398,570 for the three
      months ended March 31, 2002 to $324,454 for the three months ended March
      31, 2003. The decrease was primarily due to a substantial decrease in
      interest rates. Real Estate Expenses for the properties owned by the
      Partnership decreased by $167,338 from $1,511,948 for the three months
      ended March 31, 2002 to $1,344,610 for the three months ended March 31,
      2003. The reduction in Real Estate Expenses was principally due to reduced
      repairs and maintenance resulting from a major repair program at the
      Dolphin Cove (formerly named Riverwalk) property in the three months ended
      March 31, 2002 that did not repeat in the three months ended March 31,
      2003 and termination of the Stadium Club property expenses upon the sale
      of the property, partially offset by an increase in bad debt expense in
      the three months ended March 31, 2003. Administrative Expenses decreased
      by $44,326 from $413,934 for the three months ended March 31, 2002 to
      $369,608 for the three months ended March 31, 2003, primarily due to the
      absence in 2003 of the one-time costs incurred in 2002 to relocate the
      corporate office and pay severance to employees who did not relocate to
      Florida and lower compensation for officers and other personnel, partially
      offset by higher professional fees in the three months ended March 31,
      2003. Other Expenses for the three months ended March 31, 2003 increased
      by $141,794, from income of $35,122 for the three months ended March 31,
      2002 compared to expense of $106,672 for the three months ended March 31,
      2003. The increase in expense is the result of an increase in the
      provision for loan losses on mortgage notes receivable compared to
      recoveries of loan losses in the prior year's quarter. The Trust's Net
      Loss for the three months ended March 31, 2003 was $60,234 compared to a
      Net Loss of $36,642 for the three months ended March 31, 2002. The
      difference of $23,592 is primarily attributable to lower interest income,
      resulting primarily from lower interest rates, and higher provision for
      loan losses, partially offset by the lower Real Estate and Administrative
      Expenses.

      Liquidity and Capital Resources

      Net Cash Provided by Operating Activities increased by $497,200 from
      $175,199 cash used in the three months ended March 31, 2002 to $322,001
      cash provided in the three months ended March 31, 2003. The increase in
      Net Cash Provided by Operating Activities was principally due to the
      increase in accounts payable and accrued liabilities,


                                       7
<PAGE>

      and the increase in provision for loan losses, partially offset by the
      increase in other assets. Net Cash Used in Investing Activities increased
      $104,361 from $136,632 cash used in the three months ended March 31, 2002
      to $240,993 cash used in the three months ended March 31, 2003. The
      increase was principally due to the additions to rental properties of
      $84,935 in the three months ended March 31, 2003 compared to none in the
      prior year's quarter. Net Cash Used in Financing Activities decreased by
      $4,668 from $64,291 cash used in the three months ended March 31, 2002 to
      $59,623 cash used in the three months ended March 31, 2003. The decrease
      was primarily due to the decrease in payments on mortgages, resulting from
      the sale of Stadium Club apartments.

      Other Developments

      Contingent Liabilities

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

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

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

      Given the facts that Burgundy-Boone, LLC enforced its security interest
      and was awarded control of all equity interests in the Borrower and that
      Burgundy-Boone, LLC also owns the first mortgage loan and the mezzanine
      loan, management and legal counsel believe that it is not probable that
      the Trust's guaranty (described above) is still enforceable. However, due
      to the uncertainty as to the status of the first mortgage loan and
      mezzanine loan and as to the actions and intentions of Burgundy-Boone,
      LLC, and due to the Trust's inability to verify all information it has
      received from other parties, the Trust's exposure on the guaranty remains
      uncertain.


                                       8
<PAGE>

      Unresolved Issues with Founders and Former Management

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

      In the second and third quarter of 2002, the Trust and the Operating
      Partnership entered into separate settlement agreements with Gregory K.
      McGrath and Robert S. Geiger, the founders and former Chief Executive
      Officer and Chief Operating Officer of the Trust and the Operating
      Partnership, respectively. Pursuant to the agreements, each of them
      forfeited all 378,873 Operating Partnership Units he acquired and
      deposited into escrow in connection with the formation of the Trust and
      the Operating Partnership, in exchange for a limited release from
      liability in connection with the acquisition and operation of the
      Alexandria and Dolphin Cove properties (and, in the case of Mr. McGrath,
      from an additional immaterial liability). The terms of the settlement
      agreements are subject to confidentiality agreements, but management
      believes the terms to be of substantial benefit to the Company. As a
      result of the agreements, neither Mr. McGrath nor Mr. Geiger has any
      further interest in either the Trust or the Operating Partnership. In
      addition, because the settlements reduced the number of Units outstanding
      by a total of 757,746 Units, current holders of Trust Shares and Units
      realized favorable accretion of net book value per share or unit on a pro
      rata basis. In connection with the settlements, the Trust and the
      Operating Partnership reversed $243,339 of accrued liabilities payable to
      affiliates of Mr. McGrath which were forgiven by the terms of the
      settlement agreements.

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

      Economic Concerns

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


                                       9
<PAGE>

      First and foremost is the substantial decrease in home mortgage interest
      rates, which has made home buying more affordable for a larger segment of
      the population, including many of the Company's traditional renters. New
      renters, especially in the Florida market, which has experienced a
      preponderance of new immigrants over the past 10 years, have a tendency to
      be more transient and less creditworthy. Occupancies and collections have
      been impacted for the last 18 months, and although they have improved
      recently, management does not anticipate any significant further
      improvement in the near term.

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

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

      The fourth development is increasing competition in the housing markets
      where the Company has traditionally enjoyed strong market share,
      particularly in the Company's operations in the metropolitan Florida
      markets. The greater competitive forces are due to the general
      overbuilding of certain tax-financed competitive apartment properties and
      strong sales of single-family homes driven by current low interest rates
      that have reached 45-year lows and are expected to remain at relatively
      low levels for the foreseeable future.

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

Item 3. Controls and Procedures

      The 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 regulations, and (2) that this information
      is accumulated and communicated to the Trust's management, including its
      Chief Executive Officer and Vice President-Accounting (principal
      accounting and financial officer), as appropriate, to allow timely
      decisions regarding required disclosure. In


                                       10
<PAGE>

      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.

      As of March 31, 2003, under the supervision and review of the Trust's
      Chief Executive Officer and Vice President-Accounting, the Trust conducted
      an evaluation of the effectiveness of its disclosure controls and
      procedures. Based on that evaluation, its Chief Executive Officer and Vice
      President-Accounting concluded that its disclosure controls and procedures
      are effective in alerting them in a timely manner to material information
      regarding the Trust (including its consolidated subsidiaries) that is
      required to be included in its periodic reports to the SEC.

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


                                       11
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

      The 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.

      In July 2003, the Trust was dismissed from an action, Net Knowledge
      Technologies LLC d/b/a NK Soft.com Corporation v. Rapid Transmit
      Technologies, Inc. a/k/a Wakul, Inc. and Baron Capital V, Inc. f/k/a Baron
      Capital Trust, brought in the District Court of Dallas County, Texas in
      September 2002. In the action, the plaintiff, a website development
      service company, had alleged that the Trust was obligated to pay for
      services performed by the plaintiff for Wakul, Inc. (controlled by Mr.
      McGrath) to assist Wakul, Inc. in the development of an Internet system to
      be provided to the Trust and other companies engaged in the business of
      owning and managing multi-family apartment properties. The Trust was
      dismissed from the action without prejudice on the grounds that plaintiff
      failed to present evidence that the Trust was a party to the transaction,
      that the Trust is a successor to or an affiliate of Wakul, Inc. and liable
      for its obligations, or that the Trust performed any actions in or
      directed at Texas that might subject it to the jurisdiction of Texas
      courts. The plaintiff has the right to appeal the decision or to file suit
      against the Trust in Florida or any other state where it can prove minimum
      contacts with the forum state.

Item 2. Changes in Securities

      Not Applicable.

Item 3. Defaults upon Senior Securities

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

      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 into
      and constitutes a part of this item.

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

      None.


                                       12
<PAGE>

Item 5. Other Information

      None.

Item 6. Exhibits and Reports on Form 8-K

      (a)

          Exhibit       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 the
                        Registrant filed with the Securities and Exchange
                        Commission on September 5,1997).

            3.2*        Amended and Restated Declaration of Trust of 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 the Registrant filed with the
                        Securities and Exchange Commission on May 6, 2002).

            3.3*        Form of bylaws of the Registrant (incorporated herein by
                        reference to Exhibit 3.3 to Amendment No. 3 to the Form
                        SB-2 Registration Statement of the Registrant filed with
                        the Securities and Exchange Commission on May 15, 1998).

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

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

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

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

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

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


                                       13
<PAGE>

      (b)   Reports on Form 8-K:

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

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

August 29, 2003

                                             BARON CAPITAL TRUST


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


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


                                       14