BARON CAPITAL TRUST
NTN 10Q, 1998-11-17
OPERATORS OF APARTMENT BUILDINGS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                                               ---------------
                                                               SEC FILE NUMBER
                                                                  333-35063
                                                               ---------------
                                                               CUSIP NUMBER
                                                                     N/A
                                                               ---------------

[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q and 
Form 10-QSB [ ] Form N-SAR

         For Period Ended: September 30, 1998

         [ ] Transition  Report on Form  10-K
         [ ] Transition  Report on Form  20-F
         [ ] Transition  Report on Form 11-K
         [ ] Transition  Report on Form 10-Q
         [ ] Transition  Report on Form  N-SAR
         For Transition Period Ended:  N/A

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification
relates:  N/A

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

Part 1 -- Registrant Information

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

    Full Name of Registrant (former name, if applicable): Baron Capital Trust

           Address of Principal Executive Office (Street and Number):
        7826 Cooper Road, Cincinnati, Ohio 45242 City, State and Zip Code

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

Part II -- Rules 12b-25 (b) and (c)

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

If the subject report could not be filed without  unreasonable effort or expense
and the Registrant seeks relief pursuant to rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K,  Form 20-F,  Form 11-K or Form N-SAR, or portion thereof will be
     filed on or before the fifteenth  calendar day following the


<PAGE>


     prescribed due date; or the subject  quarterly report or transition  report
     on Form  10-Q,  or  portion  thereof  will be filed on or before  the fifth
     calendar day following the prescribed due date; and

     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached, if applicable. N/A

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

Part III -- Narrative

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

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period:

     The  Registrant  is unable to file its Form  10-QSB  within the  prescribed
     period because the Registrant has not yet completed compiling the financial
     operating  information  relating to several residential  apartment property
     interests  recently  acquired which it only recently received from property
     management  personnel,  including the prior property  management firm which
     the Registrant recently replaced.  In addition,  the Registrant has not yet
     fully  completed its internal  review process  regarding the accounting for
     the  acquisition  of several  real estate  property  interests  and special
     limited partnership interests recently acquired.

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

Part IV -- Other Information

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

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification:

       Dennis P. Spates, Esq.             212-661-5030                        
       (Name)                        (Area Code) (Telephone Number)

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
Registrant was required to file such reports(s) been filed? If the answer is no,
identify report(s).

                         [X] Yes             [ ] No

     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                         [ ] Yes             [X] No

     If so, attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made. N/A

     Baron Capital Trust has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated:  November 17, 1998                      BARON CAPITAL TRUST

                                               By /s/ Gregory K. McGrath        
                                                  ------------------------------
                                                      Gregory K. McGrath
                                                      Chief Executive Officer


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