PROPERTY CAPITAL TRUST
8-K, 1997-01-24
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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): JANUARY 15, 1997


                             PROPERTY CAPITAL TRUST
             (Exact name of Registrant as Specified in its Charter)

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


      MASSACHUSETTS                    1-7003                   04-2452367
- ----------------------------   ------------------------     --------------------
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
 of incorporation)                                           Identification No.)
                             


                               101 Federal Street
                           Boston, Massachusetts 02110
                                 (617) 737-0100
   ---------------------------------------------------------------------------
   (Address, including zip code, and telephone number, including area code, of
    Registrant's principal executive offices)


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




<PAGE>


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ITEM 8.     CHANGE IN FISCAL YEAR

      On November 19, 1996, the Board of Trustees of Property Capital Trust (the
"Registrant") authorized a change in the Registrant's fiscal year, contingent
upon consummation by the Registrant of the sale of a property known as Chicago
City Centre Holiday Inn ("Chicago City Centre Holiday Inn"), from a period
beginning on August 1 and ending July 31 to a period beginning on January 1 and
ending on December 31. On January 15, 1997, the Registrant sold the Chicago City
Centre Holiday Inn, and, accordingly, its fiscal year has been changed. The
Registrant anticipates that the report covering the transition period for the
Registrant will be the Quarterly Report on Form 10-Q for the period ended
December 31, 1996.






<PAGE>


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                               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)


Date:  January 24, 1997                        By:   /s/ ROBERT M. MELZER
                                                   ----------------------
                                                   Robert M. Melzer
                                                   President and Chief Executive
                                                   Officer




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