PROPERTY CAPITAL TRUST
8-K, 1996-10-08
REAL ESTATE INVESTMENT TRUSTS
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                             UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 8-K


                            CURRENT REPORT
               Filed Pursuant to Section 13 OR 15(d) of
                  THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):  OCTOBER 8, 1996




                         PROPERTY CAPITAL TRUST
        (Exact name of registrant as specified in its charter)



        MASSACHUSETTS                  1-7003                04-2452367
(State or other jurisdiction   (Commission File Number)  (IRS Employer
 of incorporation)                                       Identification Number)




                          101 Federal Street
                     BOSTON, MASSACHUSETTS  02110
               (Address of principal executive offices)






Registrant's telephone number, including area code:  (617) 737-0100






<PAGE>





Item 5.     OTHER EVENTS



          On October 8, 1996, Property Capital Trust (the "Trust")
announced in a press release that its lessee had exercised its option to
repurchase the land underlying the City Centre Holiday Inn in Chicago for
approximately $20,000,000 with the sale scheduled to close in January
1997.  The closing of the sale remains subject to a number of conditions
to closing customary for real estate transactions.  If the closing of
0the sale occurs, the Trust will realize a gain of approximately
$18,000,000 or $1.92 per share based upon shares currently outstanding.
The press release further stated that it is anticipated that the net
proceeds of this sale will be distributed to the Trust's shareholders and
that this sale was taken into account in the Trust's $9.25 per share
estimate of future distributions of proceeds of asset distributions and
therefore would not change that estimate.




                                    2

<PAGE>





Item 7.   Financial Statements, Pro Forma
          FINANCIAL INFORMATION AND EXHIBITS


     (c)  The following is an exhibit to this Report and is filed

          herewith:

          Exhibit 99.1   Press Release dated October 8, 1996 of Property
                         Capital Trust



                                             3

<PAGE>





                            SIGNATURES



          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 hereunto duly authorized.



                    PROPERTY CAPITAL TRUST
                    (Registrant)



                    By:  /s/ Robert M. Melzer
                         Robert M. Melzer
                         President and Chief Executive
                           Officer

Dated:  October 8, 1996



<PAGE>





                           EXHIBIT INDEX

                      PROPERTY CAPITAL TRUST

                    Current Report on Form 8-K
                       Dated October 8, 1996


     EXHIBIT NO.         DESCRIPTION


     Exhibit 99.1   Press Release dated October 8, 1996 of Property
                    Capital Trust









                                                     EXHIBIT 99.1

                                          Contact:

                                          Robin W. Devereux,

                                          Vice President and Treasurer

                                          or

                                          William A. Bonn,

                                          Senior Vice President

                                          and General Counsel

                                          (617) 737-0100





PROPERTY  CAPITAL  TRUST  ANNOUNCES AGREEMENT TO SELL CHICAGO CITY CENTRE
HOLIDAY INN INVESTMENT

BOSTON,  OCTOBER  8,  1996 --  Property  Capital  Trust  (ASE-PCT)  today

announced that its lessee has exercised its option to repurchase the land

underlying the City Centre  Holiday  Inn  in  Chicago  for  approximately

$20,000,000.  The sale is scheduled to close in January 1997  and,  if it

occurs,  will  result in a gain to the Trust of approximately $18,000,000

($1.92  per share  based  upon  shares  currently  outstanding).   It  is

anticipated  that  the  proceeds  of  the  sale  will  be  distributed to

shareholders.   In  fiscal  1996,  income  from  the Chicago City  Centre

investment was $1,832,000.

          Commenting on the proposed sale, Robert  M.  Melzer,  President

and Chief Executive Officer of the Trust, noted that consummation  of the

sale  remains  subject  to  a  number  of  customary  closing conditions.

Further, Mr. Melzer noted that this sale was taken into  account  in  the

Trust's  recent  $9.25  per  share  estimate  of  future distributions of

proceeds  of  asset  dispositions  and  therefore  does not  change  that

estimate.






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