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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No.2)1
Property Capital Trust
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
743437 10 5
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(CUSIP Number)
Warren E. Buffett
1440 Kiewit Plaza, Omaha, Nebraska 68131
(402) 346-1400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 1997
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(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
Page 1 of 4 Pages
___________________
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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Cusip No. 743437 10 5 Page 2 of 4
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Warren E. Buffett, ###-##-####
2. Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds*
PF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
United States citizen
7. Sole Voting Power
831,600
NUMBER OF SHARES
BENEFICIALLY 8. Shared Voting Power
OWNED BY EACH -0-
REPORTING
PERSON 9. Sole Dispositive Power
831,600
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person
831,600
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
8.9%
14. Type of Reporting Person*
IN
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Cusip No. 743437 10 5 Page 3 of 4
ITEM 1. SECURITY AND ISSUER
This Schedule 13D is filed with respect to the Common Stock without
par value of Property Capital Trust ("PCT"), 101 Federal Street,
Boston Massachusetts 02110.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by Warren E. Buffett (an individual and a
United States citizen), 1440 Kiewit Plaza, Omaha, Nebraska 68131.
The principal occupation of Warren E. Buffett is to serve as Chairman
of the Board of Directors and Chief Executive Officer of Berkshire
Hathaway Inc. ("Berkshire"), 1440 Kiewit Plaza, Omaha, Nebraska
68131. Berkshire is a holding company owning subsidiaries engaged in
a number of diverse business activities, the most important of which
is the property and casualty insurance and reinsurance business.
Warren E. Buffett has not been convicted, during the past five years,
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). During the past five years, he has not been a party
to a civil proceeding resulting in a judgment, decree or final order
relating to any violation of federal or state securities laws.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The 831,600 shares of Common Stock described in Item 5 over which
Mr. Buffett has sole voting and investment power were purchased at a
cost of $6,868,695.97. No borrowed funds were used for purchases of
the securities.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the purchases by Mr. Buffett was to acquire shares for
investment. Mr. Buffett may purchase additional shares of PCT stock
from time to time depending upon price, market conditions,
availability of funds, evaluation of other investment opportunities,
and other factors. Although Mr. Buffett has no present intention to
sell any shares of PCT, he could determine from time to time, based
upon the same set of factors just listed, to sell some or all of the
shares of PCT held.
Except as stated above, Mr. Buffett does not have any plan or proposal
which relates to any of the matters set forth in Item 4(a)-(j) of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. Warren E. Buffett owns 831,600 shares of PCT Common Stock, or
approximately 8.9% of the outstanding shares (based upon
9,394,274 shares of common stock of PCT outstanding, as reported
in PCT's Quarterly Report on Form 10-Q for the quarter ended
March 31,1997).
b. Mr. Buffett has sole power to vote and dispose of the 831,600
shares held by him.
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Cusip No. 743437 10 5 Page 4 of 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (continued)
c. During the past sixty days, Mr. Buffett acquired common
shares of PCT in an open market transactions. Those
transactions are shown below:
Date Number of Aggregate Cost per
Acquired Shares Cost Share
-------- ---------- ------------- --------
May 2, 1997 1,000 $ 5,525.00 $5.5250
May 8, 1997 1,500 7,912.50 5.2750
May 9, 1997 2,900 15,297.50 5.2750
May 12, 1997 1,000 5,275.00 5.2750
May 13, 1997 400 2,110.00 5.2750
May 14, 1997 4,500 23,737.50 5.2750
May 15, 1997 11,400 60,135.00 5.2750
May 16, 1997 15,000 79,125.00 5.2750
May 19, 1997 3,400 17,935.00 5.2750
May 20, 1997 7,200 37,980.00 5.2750
May 21, 1997 3,000 16,200.00 5.4000
d. Not applicable.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated the 22nd day of May, 1997.
/s/ Warren E. Buffett
____________________________________
Warren E. Buffett
