CAPITAL PROPERTIES INC /RI/
8-K/A, 1997-03-07
LESSORS OF REAL PROPERTY, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): March 5, 1997



          __________________Capital Properties,Inc.___________________
             (Exact name of registrant as specified in its charter)



          _____Rhode Island__________0-9380____________05-0386287______
    (State or other                  (Commission       (IRS Employer
     jurisdiction of                 File Number)      Identification No.)
     incorporation)                                                  


           One Hospital Trust Plaza, Suite 920, Providence, RI 02903_
               (Address of principal executive offices) (Zip Code)



         Registrant's telephone number, including area code 401-331-0100



          _____________________________N/A____________________________
          (Former name or former address, if changed since last report)





<PAGE>



Item 5.  Other Events

         On March 5,  1997,  the  Superior  Court of the  State of Rhode  Island
issued its decision in connection with Registrant's lawsuit against the State of
Rhode Island  regarding the State's 1987  condemnation  of property owned by the
Registrant.  The Court will enter a Judgment in favor of the  Registrant  in the
amount of Six Million One Hundred  Thousand Nine Hundred and Forty-nine  dollars
($6,100,949.00).  A Copy of the press release  issued by the Registrant on March
5, 1997 relating to the foregoing is attached hereto as Exhibit 99.

Item 7.  Financial Statements and Exhibits                        Page No.

 (c)     Exhibits                                                 4

      (99) Press Release issued by Capital Properties, Inc. dated March 5, 1997.




<PAGE>




                                    SIGNATURE

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

                                                      CAPITAL PROPERTIES, INC.

                                                    /s/ Barbara J. Dreyer

                                                    By: Barbara J. Dreyer,
                                                        President and Treasurer


Date:  March 7, 1997


<PAGE>


                                   EXHIBIT 99


                            Capital Properties, Inc.
                            One Hospital Trust Plaza
                                    Suite 920
                         Providence, Rhode Island 02903
                              Phone (401) 331-0100


                                  PRESS RELEASE

                                  March 5, 1997




Capital Properties, Inc. (Boston Stock Exchange-CPI) Announces Court Decision


On March 5, 1997,  the Rhode  Island  Superior  Court issued its decision in the
pending  condemnation  action by Capital  Properties,  Inc. against the State of
Rhode Island  concerning  the property  taken from Capital  Properties,  Inc. to
accommodate the River Relocation Project.

     The Court  found  that the fair  market  value of the  property  taken from
Capital Properties,  Inc. by the State is $8,700,000.  Capital Properties,  Inc.
received  a  payment  of  $2,599,051  for the  property  in 1987,  leaving a net
principal due and owing of $6,100,949. Interest is also accruing on this amount.

Under a 1987 agreement with the State, Capital Properties,  Inc. may be required
to return to the State a portion of this award.

After judgment is entered by the Superior Court, the State will have twenty days
to appeal the judgment to the Rhode Island Supreme Court.







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