SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                   FORM 10-Q
(MARK ONE)
  [ X ]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1996

                                      OR

  [   ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
              FOR THE TRANSITION PERIOD FROM          to


                        COMMISSION FILE NUMBER:  1-7003


                           PROPERTY    CAPITAL   TRUST

            (Exact name of registrant as specified in its charter)


         MASSACHUSETTS                         04-2452367

(State or other jurisdiction of       (IRS Employer Identification Number)
incorporation or organization)



              ONE POST OFFICE SQUARE, BOSTON, MASSACHUSETTS 02109
                   (Address of principal executive offices)
                                  (zip code)


              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                (617) 451-2400


Indicate  by  check  mark  whether  the  registrant  (1)  has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act of
1934  during  the  preceding  12  months  (or  for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for at least the past 90 days.
Yes   X    No      .

NUMBER  OF  SHARES  OF  COMMON  SHARES  OUTSTANDING AS  OF  JANUARY  31,  1996:
9,083,784



<PAGE>
   Page 1

                              PROPERTY CAPITAL TRUST




                                       INDEX


    PART I.  FINANCIAL INFORMATION                                      Page
                                                                       Number

      Consolidated Balance Sheet - January 31, 1996
        and July 31, 1995 (unaudited)                                     2

      Consolidated Statement of Income -
        Three and Six Months Ended January 31, 1996 and 1995 (unaudited)  3

      Consolidated Statement of Cash Flows -
        Six Months Ended January 31, 1996 and 1995 (unaudited)            4

      Consolidated Statement of Shareholders' Equity -
        Six Months Ended January 31, 1996 and 1995 (unaudited)            5

      Notes to Consolidated Financial Statements (unaudited)            6-9

      Management's Discussion and Analysis of Financial
        Condition and Results of Operations                           10-14

    PART II.  OTHER INFORMATION

      Item 2.  Legal Proceedings                                         14

      Item 4.  Submission of Matters to a vote of Security Holders       15

      Item 6.  Exhibits and Reports on Form 8-K                          15


<PAGE>
      Page 2
PART I.  FINANCIAL INFORMATION

PROPERTY CAPITAL TRUST
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

<TABLE>
<CAPTION>
                                                        JANUARY 31,                JULY 31,
                                                          1996                       1995
<S>                                                    <C>                      <C>
ASSETS
Real Estate Investments
  Owned Properties held directly by the Trust
    (net of accumulated depreciation of $12,614,000   
    and $10,522,000, respectively)                       $ 82,235,000            $ 83,985,000
  Structured Transactions held directly by the Trust       28,431,000              32,571,000
  Investment Partnerships                                  39,505,000              48,299,000

                                                          150,171,000             164,855,000

Allowance for possible investment losses                  (8,767,000)            (14,077,000)

                                                          141,404,000             150,778,000

Asset Held for Sale directly by the Trust                        -                 10,185,000

                                                          141,404,000             160,963,000

Cash and cash equivalents                                  13,333,000               5,209,000
Interest and rents receivable
  Owned Properties held directly by the Trust               1,103,000               1,958,000
  Structured Transactions held directly by the Trust          229,000                 221,000
Other assets                                                1,340,000               1,088,000

                                                         $157,409,000            $169,439,000

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
  Accounts payable and accrued expenses                 $   3,044,000           $   3,207,000
  Accrued interest                                            519,000                 707,000
  Mortgage notes payable                                   40,061,000              40,145,000
  9 3/4% Convertible Subordinated Debentures                2,546,000               2,546,000
  10% Convertible Subordinated Debentures                  14,125,000              29,125,000

                                                           60,295,000              75,730,000

Shareholders' Equity
  Common Shares (without par value, unlimited shares
    authorized, 9,083,784 and 9,053,881 issued and
    outstanding, respectively)                            106,358,000             106,190,000
  Accumulated deficit                                     (9,244,000)            (12,481,000)

Total Shareholders' Equity                                 97,114,000              93,709,000

                                                         $157,409,000            $169,439,000


</TABLE>
                                 See accompanying notes
<PAGE>
   Page 3
PROPERTY CAPITAL TRUST
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED        SIX MONTHS ENDED
                                                              JANUARY 31,              JANUARY 31,
                                                             1996      1995         1996        1995

<S>                                                    <C>          <C>         <C>         <C>
REVENUES
Rents from Owned Properties held directly by the Trust   $3,107,000  $4,140,000  $6,427,000  $8,638,000
Structured Transactions held directly by the Trust
  Base income                                               655,000     663,000   1,350,000   1,326,000
  Overage income                                            538,000     458,000   1,033,000     886,000
Income from unconsolidated Investment Partnerships        1,005,000     437,000   2,075,000     717,000

                                                          5,305,000   5,698,000  10,885,000  11,567,000

Advisory fee income                                          57,000      78,000     216,000     160,000
Interest income                                             101,000       2,000     190,000       2,000

                                                          5,463,000   5,778,000  11,291,000  11,729,000

EXPENSES
Expenses on Owned Properties held directly by the Trust   1,451,000   1,815,000   2,943,000   3,557,000
Interest                                                  1,359,000   1,869,000   2,888,000   3,740,000
Depreciation                                              1,174,000   1,086,000   2,092,000   2,107,000
General and administrative expenses                         781,000     518,000   1,647,000   1,031,000
Professional fees                                           126,000      74,000     284,000     125,000
Trustees' fees and expenses                                  40,000      43,000      75,000      88,000

                                                          4,931,000   5,405,000   9,929,000  10,648,000

INCOME BEFORE GAIN ON SALE OF REAL ESTATE INVESTMENTS
  AND EXTRAORDINARY ITEM                                    532,000     373,000   1,362,000   1,081,000

GAIN ON SALE OF REAL ESTATE INVESTMENTS                     780,000   3,099,000   4,281,000   3,099,000

INCOME BEFORE EXTRAORDINARY ITEM                          1,312,000   3,472,000   5,643,000   4,180,000

EXTRAORDINARY LOSS FROM EXTINGUISHMENT OF DEBT             (169,000)     -         (232,000)      -

NET INCOME                                               $1,143,000  $3,472,000  $5,411,000  $4,180,000

NET INCOME PER SHARE
INCOME BEFORE GAIN ON SALE OF REAL ESTATE INVESTMENTS
  AND EXTRAORDINARY ITEM                                      $0.06     $0.04       $0.15     $0.12
GAIN ON SALE OF REAL ESTATE INVESTMENTS                        0.09      0.34        0.48      0.34

INCOME BEFORE EXTRAORDINARY ITEM                               0.15      0.38        0.63      0.46
EXTRAORDINARY LOSS FROM EXTINGUISHMENT OF DEBT                (0.02)      -         (0.03)       -

NET INCOME PER SHARE                                          $0.13     $0.38       $0.60     $0.46

AVERAGE SHARES OUTSTANDING                                9,064,000 9,043,000   9,059,000 9,037,000

                                 See accompanying notes
</TABLE>
<PAGE>
   Page 3
PROPERTY CAPITAL TRUST
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED
                                                                      JANUARY 31,
                                                            1996                    1995
<S>                                                   <C>                      <C>
OPERATING ACTIVITIES
Net Income                                              $ 5,411,000              $4,180,000
Adjustments to Net Income
  Gain on sale of real estate investments                (4,281,000)             (3,099,000)
  Depreciation and amortization                           2,195,000               2,203,000
  Income from unconsolidated Investment Partnerships     (2,075,000)               (717,000)
  Distributions of income from Investment Partnerships    5,300,000                 804,000
  Changes in assets and liabilities
    Decrease in interest and rents receivable               847,000                 222,000
    Increase in other assets, net                          (355,000)               (298,000)
    Decrease in accounts payable and accrued expenses
      and accrued interest                                 (262,000)               (807,000)

NET CASH PROVIDED BY OPERATING ACTIVITIES                 6,780,000               2,488,000

INVESTING ACTIVITIES

Owned Properties held directly by the Trust
  Dispositions                                           10,828,000              15,310,000
  Additions                                                (515,000)             (5,096,000)
Structured Transactions held directly by the Trust
  Dispositions/repayments                                 2,950,000                   5,000
Investment Partnerships
  Distributions in excess of income                       5,260,000                     -

NET CASH PROVIDED BY INVESTING ACTIVITIES                18,523,000              10,219,000

FINANCING ACTIVITIES

Redemption of 10% Convertible Subordinated Debentures   (15,000,000)              -
Cash dividends paid                                      (2,174,000)             (1,627,000)
Scheduled amortization of mortgage notes payable            (84,000)               (285,000)
Proceeds from exercise of stock options                      79,000                    -
Prepayment of mortgage notes payable                          -                  (2,440,000)
Repayment of bank note payable, net                           -                  (5,000,000)

NET CASH USED IN FINANCING ACTIVITIES                   (17,179,000)             (9,352,000)

NET INCREASE IN CASH AND CASH EQUIVALENTS                 8,124,000               3,355,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD          5,209,000                 720,000

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $13,333,000              $4,075,000




                                 See accompanying notes
</TABLE>
<PAGE>
PROPERTY CAPITAL TRUST
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
                                                              SIX MONTHS ENDED
                                                                  JANUARY 31,
                                                   1996                     1995

<S>                                         <C>                     <C>
COMMON SHARES
Balance at beginning of period                 $106,190,000            $106,060,000
Common Shares issued in payment of deferred
  Trustees' compensation                             89,000                 117,000
Stock options exercised                              79,000                    -

Balance at end of period                        106,358,000             106,177,000


ACCUMULATED DEFICIT

Balance at beginning of period                  (12,481,000)            (14,357,000)
Net income                                        5,411,000               4,180,000
Cash dividends paid                              (2,174,000)             (1,627,000)

Balance at end of period                         (9,244,000)            (11,804,000)

TOTAL SHAREHOLDERS' EQUITY                     $ 97,114,000            $ 94,373,000


NUMBER OF COMMON SHARES

Common Shares issued and outstanding
  at beginning of period                          9,053,881               9,030,585
Common Shares issued in payment of deferred
  Trustee's compensation                             14,903                  20,296
Stock options exercised                              15,000                    -

NUMBER OF COMMON SHARES ISSUED AND
  OUTSTANDING AT END OF PERIOD                    9,083,784               9,050,881














</TABLE>

                                 See accompanying notes
<PAGE>
   Page 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. BASIS OF PRESENTATION

In  the  opinion  of  management  of  Property Capital Trust (the "Trust"), the
accompanying   unaudited   consolidated  financial   statements   contain   all
adjustments,  consisting of normal  and  recurring  adjustments,  necessary  to
present fairly  the  Trust's  financial position as of January 31, 1996 and the
results of its operations and its  cash flows for the periods ended January 31,
1996 and 1995.

Operating results for the six months ended January 31, 1996 are not necessarily
indicative of the results that may be  expected  for  the  remainder  of fiscal
1996.   The information contained in these financial statements should be  read
in conjunction  with the Trust's 1995 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on October 30, 1995.

2. REAL ESTATE INVESTMENTS

ASSET HELD FOR SALE

Owned Properties  which  have been approved for sale and are being marketed for
sale are classified as Assets Held for Sale.

In January 1996 the Trust  sold  its  one  Asset  Held for Sale directly by the
Trust,  Citibank  Office  Plaza  -  Oak  Brook.   The  property  was  sold  for
$11,380,000, resulting in a gain to the Trust of $470,000.

During  the  quarter  ended  January  31,  1996,  the  Investment  Partnerships
reclassified certain of their real estate investments to  assets  held for sale
and wrote down these assets to estimated net realizable value, which  the Trust
then   charged  against  its  previously  established  allowance  for  possible
investment losses.

STRUCTURED TRANSACTIONS HELD DIRECTLY BY THE TRUST

Investments  in  land  leasebacks  and/or  mortgage  loans  are  classified  as
Structured Transactions.

During  the  quarter  ended  January  31,  1996  the  Trust sold two Structured
Transactions held directly by the Trust.  In December 1995  the  Trust sold its
investment in Yorkshire apartments.  The Trust's land investment was  purchased
by  an unrelated third party for $460,000, resulting in a gain to the Trust  of
$310,000.   In  November 1995 the Trust's Grosvenor Airport Inn land investment
was purchased by  the  Trust's lessee for $2,000,000 and the Trust's $2,000,000
mortgage loan was prepaid  for  $500,000, with the resulting loss of $1,500,000
being charged against the Trust's allowance for possible investment losses.

INVESTMENT PARTNERSHIPS

Certain of the Trust's investments  have  been  made through partnerships, or a
participation agreement, in which the Trust or its  subsidiary  is  the general
partner  or lead lender and other institutional investors are limited  partners
or participants (the "Investment Partnerships").

During the  quarter  ended  January  31, 1996, PCA Southwest Associates Limited
Partnership ("Southwest") disposed of  its  Telegraph Hill - Phase B investment
(259 units) by allowing the first mortgage lender  to foreclose on the property
and, as a result, the Trust wrote down its net investment  in  this property to
zero.  This $307,000 write-down was charged against the Trust's  allowance  for
possible investment losses.  The Trust has a 45.45% general partner interest in
Southwest.   In  addition,  during  the  quarter  two  Investment  Partnerships
reclassified certain of their real estate investments to assets held  for  sale
and  wrote  down these assets to their net realizable values.  Property Capital
Midwest Associates,  L.P.  ("Midwest"),  an  Investment  Partnership which owns
seven  buildings  in  Overland  Park,  Kansas,  wrote  down its investments  by
$1,255,000 due to the reclassification of College Hills  3 to an asset held for
sale  and  the further write down of Financial Plaza.  These  write-downs  were
charged against  the  Trust's  previously  established  allowance  for possible
investment losses.  The Trust has a 53.3% general partner interest in  Midwest.
Southwest  which  owns  1,875  apartments  in  Houston, Texas, reclassified its
investments in St. Charles and Boardwalk to assets held for sale resulting in a
write-down by the Trust of $710,000.  This write-down  was  charged against the
Trust's previously established allowance for possible investment losses.


<PAGE>
   Page 7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

During  the  first  quarter  of  fiscal  1996, three of the Trust's  Investment
Partnerships disposed of two Structured Transactions  and  one  Owned Property.
In October 1995, PCA Crossroads Associates, Ltd. ("Crossroads"), an Investments
Partnership  which  owned  the land underlying the Crossroads Mall in  Boulder,
Colorado, sold the land to its  lessee,  resulting  in  a  gain to the Trust of
$3,500,000  on its investment of $2,000,0000.  The Trust has  a  25.0%  general
partner interest  in  Crossroads.   In  September  1995, Southwest, which owned
Chimney Rock apartments (714 units), sold the complex  which resulted in a gain
to  the  Trust of $1,000.  In August 1995, PCA Canyon View  Associates  Limited
Partnership  ("Canyon  View"),  an Investment Partnership which held Structured
Transactions in Phases I and II of  the  Canyon  View  apartments in San Ramon,
California  settled  certain  litigation.  The Investment Partnership  received
$300,000 from the first mortgagee of Phase I for permitting it to take title to
Phase I and the Investment Partnership  took title to Phase II and received the
proceeds from two letters of credit aggregating  $1,750,000.  At that time, the
Trust wrote down its investment in this partnership by $1,538,000.  This write-
down was charged against the Trust's allowance for  possible investment losses.
The Trust has a 23.8% general partner interest in Canyon View.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued)

A  Condensed  Combined Summary of Operations for the unconsolidated  Investment
Partnerships for the periods indicated follows:

<TABLE>
<CAPTION>
                                             Three Months Ended           Six Months Ended
                                                   JANUARY 31,               JANUARY 31,
<S>                                       <C>        <C>           <C>          <C>
                                                1996      1995            1996         1995
REVENUES
   Rents from Owned Properties              $5,312,000 $5,245,000     $11,296,000 $10,300,000
   Structured Transactions
     Base income                               429,000    672,000       1,608,000   1,344,000
     Overage income                              5,000    173,000         120,000     281,000
   Other income                                 89,000     14,000         130,000      31,000

                                             5,835,000  6,104,000      13,154,000  11,956,000
EXPENSES
   Owned Properties expenses                 2,716,000  3,234,000       6,162,000   6,720,000
   Depreciation                                403,000  1,037,000         782,000   2,043,000
   Interest                                    469,000    485,000         998,000     806,000
   Other                                       175,000    364,000         567,000     735,000

                                             3,763,000  5,120,000       8,509,000  10,304,000
INCOME BEFORE GAIN (LOSS) ON REAL
   ESTATE INVESTMENTS                        2,072,000    984,000       4,645,000   1,652,000

GAIN (LOSS) ON REAL ESTATE INVESTMENTS
   Gain on sale of real estate investments        -          -         14,002,000       -
   Write-down of real estate investments    (4,593,000)      -        (11,051,000)      -

NET (LOSS) INCOME                          ($2,521,000)  $984,000     $ 7,596,000  $1,652,000

INCOME BEFORE GAIN (LOSS) ON REAL
  ESTATE INVESTMENTS
   Trust's share of income before gain
    (loss) on real estate investments       $1,005,000    437,000     $ 2,075,000$    717,000
   Limited partners' share of income
    before gain (loss) on real estate
    investments                              1,067,000    547,000       2,570,000     935,000

GAIN (LOSS) ON REAL ESTATE INVESTMENTS
   Trust's share of gain on sale of
    real estate investments                      -          -           3,501,000        -
   Limited partners' share of gain
    on sale of real estate investments           -          -          10,501,000        -
   Trust's share of write-down of real
    estate investments
    (previously recorded by the Trust)      (2,272,000)     -          (3,810,000)       -
   Limited partners' share of write-down
    of real estate investments              (2,321,000)     -          (7,241,000)       -

NET (LOSS) INCOME                          ($2,521,000)  $984,000     $ 7,596,000 $ 1,652,000






</TABLE>
<PAGE>
   Page 9
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

3.  INDEBTEDNESS

During  the  quarter  ended  January  31,  1996, the Trust redeemed $11,000,000
principal  amount  of 10% Convertible Subordinated  Debentures  at  their  face
amount.  The Trust recognized  an extraordinary loss from the extinguishment of
debt of $169,000 due to the write-off of the debentures' issuance costs.

During  the quarter ended October  31,  1995,  the  Trust  redeemed  $4,000,000
principal  amount  of  10%  Convertible  Subordinated  Debentures at their face
amount.  The Trust recognized an extraordinary loss from  the extinguishment of
debt of $63,000 due to the write-off of the debentures' issuance costs.

4.  DIVIDENDS

The Trust pays dividends approximately 55 days following each  fiscal  quarter,
normally equal to at least 100% of income before gains (losses) on real  estate
investments.

On  February  23,  1996,  the  Trustees  declared a dividend of $.12 per share,
payable on March 26, 1996 to shareholders  of  record  on  March  15, 1996.  On
November 29, 1995, the Trustees declared a dividend of $.12 per share,  payable
on December 22, 1995 to shareholders of record on December 11, 1995.

The  calendar  1995  quarterly  allocation  of  dividends  paid  per  share for
individual shareholders' income tax purposes was as follows:


       Date Paid           Ordinary     Capital      Total
        in 1995             Income       Gain       Dividend

      March 24                $.10         -         $.10
      June 23                  .10         -          .10
      September 22             .12         -          .12
      December 22              .06       $.06         .12

                              $.38       $.06        $.44

<PAGE>
   Page 9
ITEM  1.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS OF
             OPERATIONS

NEW BUSINESS PLAN

For the past several years, the Trust's business plan had focused on maximizing
shareholder values through asset, portfolio and liability  management  and  the
selective  disposition  of investments.  This business plan was in large part a
response to the impact of  the  recent  recession  on the real estate industry.
During  the  time  this  plan  was in effect, the Trust retained  much  of  its
portfolio.  Following improvements  in  rental rates and occupancies throughout
the portfolio attributable to improving economic  conditions  and  considerable
progress made by management in resolving problems affecting the portfolio,  the
Trustees  reevaluated  the business plan.  The Trustees concluded that the best
means to maximize shareholder  values  is to provide for an orderly disposition
of  the  Trust's  investments (the "new business  plan").   The  Trustees  also
considered and rejected  other  strategies,  such  as a business combination or
expanding the Trust, as being unlikely to be consummated or inappropriate given
their belief that the Trust's stock price is not reflective of the value of the
Trust's assets.  The Trustees anticipate that the revised  business  plan  will
involve  dispositions  of  Owned  Properties  and  Structured Transactions on a
property-by-property basis, although the Trust will  consider  bulk  sales  and
other  opportunities that may arise which expedite the disposition process.  At
the Trust's  Annual  Meeting  of  Shareholders  held  on December 15, 1995, the
Trust's  shareholders  ratified  the  new  business plan and  approved  certain
amendments to the Trust's Declaration of Trust necessary for the implementation
of the plan.

To the extent the Trust receives net proceeds from sales of its properties, the
Trust  intends  to  utilize  such  net  proceeds to  retire  debt  and/or  make
distributions to shareholders.  No assurances  can  be  given  as  to  the time
required to carry out the plan (although the Trustees anticipated in June  1995
that  the  plan  would  be fully implemented within three to five years) or the
prices at which the properties  can be sold.  To date the plan is proceeding on
schedule.  During the first six months  of  fiscal  1996,  five properties have
been  sold  and  the  proceeds  have been used to redeem $15,000,000  principal
amount of the Trust's 10% Convertible Subordinated Debentures.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

The Trust's debt at January 31, 1996 was $56,732,000 as compared to $71,816,000
at July 31, 1995.  The Trust's debt  to  equity  ratio  decreased  to  .58x  at
January  31, 1996 from .77x at July 31, 1995.  The decrease in the Trust's debt
was primarily  due  to the redemption of $15,000,000 aggregate principal amount
of the Trust's 10% Convertible  Subordinated  Debentures  at their face amount.
The improvement in the debt to equity ratio is due to the redemption of the 10%
debentures and an increase in shareholders' equity as a result  of a $3,500,000
gain on the sale of the Crossroads Mall investment.

The  Trust's  bank  note  payable,  which  has  no  outstanding balance,  is  a
$10,000,000 revolving bank line which the Trust believes  is  adequate  to meet
its working capital requirements for the foreseeable future.

Subsequent  to  the  end  of  the  quarter, on March 1, 1996 the Trust redeemed
another $11,000,000 of its 10% Convertible  Subordinated  Debentures  from  the
proceeds  of  the  sale  of  real  estate  investments reducing the outstanding
balance of all Convertible Subordinated Debentures  to  $5,671,000.   The Trust
anticipates   the   redemption   of  the  balance  of  outstanding  Convertible
Subordinated Debentures in fiscal  1996  from  the  proceeds of additional real
estate investment sales.

Management  believes that with cash provided by operating  activities  retained
after dividends  and  the  Trust's  borrowing  capacity under its existing bank
line,  the Trust will be able to meet its fiscal  1996  cash  requirements  for
anticipated capital expenditures on Owned Properties held directly by the Trust
and a funding  requirement  on  a  Structured  Transaction held directly by the
Trust.   The Trust currently expects that these cash  requirements  will  total
approximately  $1,000,000  during  the  remainder of fiscal 1996.  Further, the
Trust believes that these same sources will  be  sufficient to fund its capital
expenditure requirements and anticipated long-term  liquidity  requirements for
the  foreseeable  future.   As  discussed above, the Trust intends to  use  the
proceeds received from the sale of  its  real estate investments to retire debt
and/or make distributions to shareholders.

<PAGE>
ITEM  1.   MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF
             OPERATIONS (continued)

FUNDS FROM OPERATIONS

Funds from Operations is considered  by  the REIT industry to be an appropriate
measure of performance of an equity REIT.   Funds from Operations is calculated
by the Trust consistent with the National Association of Real Estate Investment
Trusts' definition (Funds from Operations equals  net  income,  excluding gains
(losses) from debt restructurings, sales of properties and extraordinary items,
plus  depreciation  and  amortization  and  after adjustment for unconsolidated
partnerships and joint ventures).  Funds from  Operations  should be considered
in conjunction with net income as presented in the Trust's unaudited  financial
statements.   Funds  from  Operations  does  not  represent  cash  provided  by
operating   activities   in   accordance  with  generally  accepted  accounting
principles and should not be considered  as  a  substitute  for net income as a
measure  of results of operations or for cash provided by operating  activities
as a measure  of  liquidity.  Funds from Operations was calculated by the Trust
as follows:
<TABLE>
<CAPTION>
                                  Three Months Ended       Six Months Ended
                                     JANUARY 31,              JANUARY 31,
                                        1996           1995       1996          1995
<S>                                 <C>           <C>        <C>          <C>
   Income before Gain on Sale of
       Real Estate Investments and
       Extraordinary Item             $532,000       $373,000  $1,362,000   $1,081,000

   Depreciation on Owned Properties
       held directly by the Trust    1,174,000      1,086,000   2,092,000    2,107,000

   Trust's share of depreciation
       on unconsolidated Investment
       Partnerships                    165,000        522,000     326,000    1,027,000

   Non-recurring item                  -              -              -      (404,000)(1)

                                    $1,871,000     $1,981,000  $3,780,000   $3,811,000

</TABLE>
      (1)Non-recurring  income  resulting  from  the settlement of a bankruptcy
         claim filed by the Trust against a former tenant at Loehmann's Fashion
         Island.


REVIEW OF SIGNIFICANT REAL ESTATE ACTIVITY FOR THE QUARTER

APARTMENTS

In December 1995 the Trust sold the land underlying  the  Yorkshire  apartments
for  $460,000 resulting in a gain of $310,000 on its $135,000 investment.   For
the year ended July 31, 1995 the Trust earned $42,000 on this investment.

As previously  reported,  PCA  Southwest  Associates  Limited  Partnership,  an
Investment  Partnership  in  which  the  Trust  owns  a  45.45% general partner
interest,  was  in default under the terms of the first mortgage  on  Telegraph
Hill - Phase B, a  259  unit  complex,  due  to  nonpayment  of  principal  and
interest.   Management  was unable to restructure this $2,487,000 mortgage loan
on terms satisfactory to  it,  and  therefore did not oppose the foreclosure by
the first mortgagee in December 1995.   At  January  31,  1996, two investments
held in this Investment Partnership were reclassified to assets  held  for sale
and were written down to their net realizable values.  The Trust's share of the
write-down  was  $710,000,  which  was  charged  against the Trust's previously
established allowance for possible investment losses.   Also,  during the first
quarter,  this Investment Partnership sold the Chimney Rock apartments,  a  714
unit complex, to an unrelated third party.  In July 1995 the Trust reclassified
this property to an asset held for sale and wrote the property down by $54,000.
A $1,000 gain  was  realized  by the Trust on the sale.  A portion of the funds
from  this sale were used in December  to  pay  off,  at  a  $154,000  discount
reported last quarter, the first mortgage on St. Charles -Phase A.
<PAGE>
   Page 12
ITEM 1.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
RESULTS OF
             OPERATIONS (continued)

During the second quarter the Trust granted its lessee an option to  repurchase
the  land  underlying  the  Bluffs  II  apartments  for $2,150,000.  The option
expires May 31, 1996.  The Trust's investment in this Structured Transaction is
$825,000.  For the year ended July 31, 1995 the Trust  earned  $215,000 on this
investment.   The  lessee has notified the Trust that it intends to  consummate
the transaction during the third quarter.

At July 31, 1995 the  Trust  had  a  $3,277,000  investment  in PCA Canyon View
Associates Limited Partnership, an Investment Partnership that  held Structured
Transactions  in  Phases I and II of the Canyon View apartments in  San  Ramon,
California.   The  Investment   Partnership's   investments  in  Phase  I  were
subordinate to a $12,000,000 first  mortgage  which had a scheduled maturity of
August  1,  1993,  but  was extended to August 1, 1994  in  anticipation  of  a
proposed sale.  Both phases  were  also subject to non-subordinated land leases
held by a third party.  The Trust has  a  23.8%  general  partner  interest  in
Canyon  View.  In August 1994, when it became apparent that a sale was unlikely
to occur,  the  first mortgagee initiated court proceedings for the appointment
of a receiver for  Phase  I and foreclosure.  Shortly thereafter the Investment
Partnership initiated court  proceedings  for the appointment of a receiver for
Phase II and foreclosure on Phases I and II.  Receivers were appointed for both
Phases.  In December 1994 the Investment Partnership filed for protection under
Chapter  11 of the U.S. Bankruptcy Code.  Extensive  negotiations  then  ensued
with the Investment  Partnership's  lessee  and the first mortgagee of Phase I.
In  August  1995, the litigation was settled with  the  Investment  Partnership
receiving $300,000  from  the  first  mortgagee of Phase I for permitting it to
foreclose on  Phase I and the Investment  Partnership  taking title to Phase II
and  receiving the proceeds from two letters of credit aggregating  $1,750,000.
As a result  the  Trust  incurred  a  $1,538,000  loss  on  these  transactions
resulting  from a $533,000 write-off of the Canyon View Phase I investment  and
$1,005,000 write-down  of  the  Canyon View Phase II investment.  This loss had
been previously provided for in the  Trust's  allowance for possible investment
losses.

OFFICE BUILDINGS

During the second quarter, Citibank Office Plaza - Oak Brook was sold at a gain
of  $470,000  ($.05)  per  share.   At  July  31,  1995   this  investment  was
reclassified to Asset Held for Sale directly by the Trust and  was written down
by $971,000 to its expected sales proceeds.  At January 31, 1996  the Trust had
three  office  buildings  classified as assets held for sale, all of which  are
held  by  Property  Capital  Midwest  Associates,  L.P.,  one  of  the  Trust's
Investment Partnerships.  The  properties  have been written down by $2,575,000
(the Trust's share) to their net realizable values.  The Investment Partnership
has  entered  into an agreement to dispose of  the  Financial  Plaza  property,
subject to satisfactory  completion  by  the purchaser of its due diligence for
the property.  The Investment Partnership  has executed a letter of intent with
a purchaser for the sale of the College Hills  8  property, which sale is still
subject to negotiation of an acceptable sales contract  and  completion  of the
purchaser's  due  diligence.  As a result, at this time the Trust is unable  to
determine if these  sales  will  be  consummated.   The third property, College
Hills 3, was sold subsequent to the end of the quarter for $2,400,000.

SHOPPING CENTERS

During the first quarter the Investment Partnership which  owned the land under
the  Crossroads  Mall  in Boulder, Colorado, sold its investment  back  to  its
lessee.  The Trust received  approximately  $5,500,000 of sales proceeds on its
$2,000,000  investment.  For the year ended July  31,  1995  the  Trust  earned
$365,000 on this investment.

Loehmann's Fashion  Island,  in  Aventura,  Florida,  an  Owned  Property  held
directly  by the Trust, suffered a decrease in the leased rate from 90% at July
31, 1995 to  87%  at  October  31,  1995,  and  at January 31st the leased rate
remained at 87%.  As previously reported, the Trust has retained a new property
management  and  leasing  firm.  In the spring of 1996  management  intends  to
reevaluate its strategy for  this  property  based upon leasing performance and
expectations at that time.

Plaza West Retail Center, in Overland Park, Kansas,  a  mixed use retail office
complex,  held in an Investment Partnership, which was reclassified  to  assets
held for sale at July 31, 1995, is currently being marketed for sale.

HOTELS

As previously  reported,  the  Trust  sold  to its lessee/mortgagor the Trust's
$4,000,000 Structured Transaction investments  in  Grosvenor Airport Inn, a 206
room hotel in South San Francisco, California, for $2,500,000.  The loss on the
sale  had  been  fully  provided  for  in  the Trust's allowance  for  possible
investment losses.  For the year ended July  31, 1995 the Trust earned $200,000
on this investment.
<PAGE>
   Page 13
ITEM  1.   MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS FOR  THE  THREE  AND  SIX  MONTHS  ENDED JANUARY 31, 1996
VERSUS THE THREE AND SIX MONTHS ENDED JANUARY  31, 1995

REVENUES

Rents from Owned Properties held directly by the Trust (base  rent plus expense
reimbursements)  decreased  25%  and  26%  for  the three and six months  ended
January 31, 1996, as compared to the same periods  in the prior year, primarily
due  to  the Trust's sale of the 6110 Executive Boulevard  office  building  in
January 1995,  and  the  receipt by the Trust in the first quarter of the prior
year  of $404,000 of non-recurring  income  related  to  the  settlement  of  a
bankruptcy  claim  filed  by  the  Trust  against a former tenant at Loehmann's
Fashion  Island.   Rents  from Owned Properties  held  directly  by  the  Trust
includes rents from Citibank  Office Plaza -Oak Brook which was sold on January
26, 1996.

There was no significant change  in  base  income  from Structured Transactions
held directly by the Trust (land rent and mortgage interest)  for the three and
six  months  ended  January  31,  1996, respectively, as compared to  the  same
periods in the prior year.
Overage  income  from  Structured  Transactions  held  directly  by  the  Trust
increased  17%  for  the  three  and  six   months   ended  January  31,  1996,
respectively, as compared to the same periods in the prior  year, primarily due
to  increased overage income from the Sandpiper Cove apartments  and  the  City
Centre Holiday Inn investments.

The  Trust's  share  of  income  from  unconsolidated  Investment  Partnerships
increased  130%  and  189% for the three and six months ended January 31, 1996,
respectively, as compared  to the same periods in the prior year, primarily due
to the increased net income recorded by the Trust from Property Capital Midwest
Associates,  L.P.   When  the  assets   in  this  Investment  Partnership  were
reclassified to assets held for sale they  were  written down to their expected
sales proceeds; therefore, deprecation is no longer  taken on these properties.
The increase is also due to improved performance of certain  properties  in PCA
Southwest   Associates   Limited  Partnership's  portfolio.   Additionally,  as
previously reported, PCA Canyon  View  Associates  Limited  Partnership settled
pending litigation and the partnership received certain income  which  had been
previously  written off by the Trust.  These increases were offset by the  loss
of revenues due  to the sale of Crossroads Mall investment and the Chimney Rock
apartments in the first quarter of fiscal 1996 and the Braes Hill apartments in
the third quarter of fiscal 1995.

Advisory fee income  decreased  27%  and  increased  35%  for the three and six
months ended January 31, 1996, respectively, as compared to the same periods in
the prior years primarily due to timing of distributions paid  by  the  Trust's
Investment  Partnerships  and the sale of Crossroads Mall which was held by  an
Investment Partnership.  Interest  income was earned by the Trust in the amount
of  $89,000  and  $101,000  for the first  and  second  quarter,  respectively,
primarily from short-term investing  of  sales proceeds prior to the redemption
of debentures.

EXPENSES

Expenses on Owned Properties held directly  by  the Trust decreased 20% and 17%
for the three and six months ended January  31, 1996, respectively, as compared
to  the  same  periods  in the prior year due to the  sale  of  6110  Executive
Boulevard in January 1995.

Interest expense decreased  27%  and  23%  for  the  three and six months ended
January 31, 1996 as compared to the same periods in the  prior  year  primarily
due  to  the  sale  of  6110  Executive  Boulevard  and  the  redemption of 10%
Convertible Subordinated Debentures, offset by an increase in interest  expense
related to Loehmann's Fashion Island.

Depreciation  expense increased 8% for the three months ended January 31,  1996
as compared to  the  same period in the prior year, primarily due to the write-
off of certain tenant  improvements  at  Citibank  Office  Plaza  -  Schaumburg
related  to  a tenant bankruptcy,  offset in part by the sale of 6110 Executive
Boulevard in January  1995  and  the  elimination  of  depreciation on Citibank
Office Plaza -Oak Brook, upon reclassification of this investment to Asset Held
for Sale directly by the Trust.

General and administrative expenses increased 51% and 60% for the three and six
months ended January 31, 1996, respectively, primarily due  to  the  accrual of
severance  arrangements  for the Trust's employees provided as part of the  new
business plan.  Professional  fees  increased to 70% and 127% for the three and
six  months  ended  January  31, 1996, respectively,  due  to  the  legal  fees
associated with the Trust's adoption of its new business plan.
<PAGE>
   Page 14
ITEM  1.  MANAGEMENT'S DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF
             OPERATIONS (continued)

GAIN ON SALE OF REAL ESTATE INVESTMENTS

Net income  for  the  second quarter of fiscal 1996 included a gain of $470,000
($.05 per share) on the  sale  of  the  Citibank Office Plaza - Oak Brook and a
$310,000 ($.04 per share) gain on the sale of the land underlying the Yorkshire
apartments.  Net income for the first quarter of fiscal 1996 included a gain of
$3,500,000 ($.39 per share) on the sale of  the land underlying Crossroads Mall
located in Boulder, Colorado and a gain of $1,000  on  the  sale of the Chimney
Rock  apartments.  In the prior year net income included a gain  of  $3,099,000
($.34 per share) on the sale of 6110 Executive Boulevard.

EXTRAORDINARY LOSS FROM EXTINGUISHMENT OF DEBT

During  the  first  and  second  quarter  of  fiscal  1996  the  Trust redeemed
$4,000,000  and  $11,000,000, respectively, of its 10% Convertible Subordinated
Debentures  at  face   value   and   incurred  an  Extraordinary  Loss  on  the
Extinguishment of Debt from the write-off  of  related  issuance  costs  in the
amounts of $63,000 ($.01 per share) in the first quarter and $169,000 ($.02 per
share) in the second quarter.

DIVIDENDS

The  dividend declared for the second quarter of fiscal 1996 was $.12 per share
versus  $.10  per  share for the same period in the prior year.  The Trust pays
dividends approximately 55 days following the end of each fiscal quarter.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in  the  Management's  Discussion  and Analysis of Financial
Condition  and  Results  of  Operations  section  constitute   "forward-looking
statements" within the meaning of the Private Securities Litigation  Reform Act
of 1995 (the "Reform Act").  Such forward-looking statements involve known  and
unknown  risks,  uncertainties  and  other  factors  which may cause the actual
results, performance or achievements of the Trust, or  industry  results, to be
materially  different  from  any  future  results, performance, or achievements
expressed or implied by such forward-looking statements.  Such factors include,
among others, the following: general economic  and business conditions; adverse
changes in the real estate market in the regions  of  the  country in which the
Trust  owns  properties  or has investments; and other factors  noted  in  this
report.


PART II.  OTHER INFORMATION

ITEM 2.  LEGAL PROCEEDINGS

In November 1994, a tenant  that  occupies  approximately 28,000 square feet of
College Hills 3, a 37,700 square foot office building located in Overland Park,
Kansas,  owned  by  Property Capital Midwest Associates,  L.P.  (an  Investment
Partnership), filed an  action in the District Court of Johnson County, Kansas,
in which the tenant claimed  that  the  Trust  and  the  Investment Partnership
violated the terms of the tenant's space leases.  The tenant  alleged  that  it
had an oral agreement with the Investment Partnership's predecessor-in-title to
the  building, the Trust and the Investment Partnership granting the tenant the
right  to  lease  additional space that might become available in the building,
which allegation the Trust and Investment Partnership denied.  The tenant  also
asserted that it was  entitled  to  damages  in  excess  of  $1,000,000,  which
assertion  was denied by the Trust and the Investment Partnership.  The tenant,
the Trust and  the  Investment Partnership have executed a settlement agreement
whereby the litigation  was dismissed with prejudice upon the closing of a sale
of the building to the tenant  on  March  12, 1996 and the reimbursement by the
Partnership to the tenant of $100,000 of the tenant's litigation expenses.

<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Trust's 1995 Annual Meeting of Shareholders  held  on  December 15, 1995
the  Trust's  shareholders (i) elected seven Trustees to serve until  the  next
annual meeting of the Trust's shareholders, (ii) ratified the new business plan
and approved amendments  to the Trust's Declaration of Trust and (iii) ratified
the appointment of Ernst & Young LLP as the Trust's auditors for the year ended
July 31, 1996.  The votes on each of these items follows:

1. Election of seven Trustees:
                                     NUMBER OF SHARES
                               FOR              WITHHOLD AUTHORITY
   Walter M. Cabot         8,205,032                  97,501
   John A. Cervieri, Jr.   8,204,682                  97,851
   Graham O. Harrison      8,204,432                  98,101
   Walter F. Leinhardt     8,204,682                  97,851
   Edward H. Linde         8,205,032                  97,501
   Robert M. Melzer        8,203,032                  99,501
   Glen P. Strehle         8,204,782                  97,751

2. Ratification of the New  Business Plan and approval of the amendments to the
Trust's Declaration of Trust.

                                  NUMBER OF SHARES
   For                               6,754,794
   Against                              56,332
   Abstain                             132,406
   Broker non-votes                  1,359,001

3. The ratification of the appointment  of  Ernst  &  Young LLP to serve as the
   independent auditors for the fiscal year ending July 31, 1996.

                                  NUMBER OF SHARES
   For                               8,204,169
   Against                              36,654
   Abstain                              61,710
   Broker non-votes                       -


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

None.


<PAGE>
                                        SIGNATURE



Pursuant to the requirements of the Securities Exchange  Act of 1934, the Trust
has  duly  caused  this  report to be signed on its behalf by  the  undersigned
thereunto duly authorized.







                                         PROPERTY CAPITAL TRUST
                                                   REGISTRANT



                                         Robert M. Melzer
                                         President and Chief Executive Officer
    Date                                 (Principal Financial Officer)