As filed with the Securities and Exchange Commission on November 30, 1994


                                                 Registration No. 33-
                                                                     
                                                                     

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                     __________________________

                       REGISTRATION STATEMENT
                                 ON
                              FORM S-8
                                UNDER
                     THE SECURITIES ACT OF 1933
                       ______________________

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

Massachusetts                                         04-2452367     
(State or other jurisdiction of                    (I.R.S. Employer  
incorporation or organization)                 Identification Number)

                       One Post Office Square
                     Boston, Massachusetts 02109
         (Address of Principal Executive Offices) (Zip Code)

                      PROPERTY CAPITAL TRUST
             AMENDED AND RESTATED DEFERRED STOCK PLAN
                     FOR NON-EMPLOYEE TRUSTEES

                      PROPERTY CAPITAL TRUST
                      1994 STOCK OPTION PLAN
                     FOR NON-EMPLOYEE TRUSTEES

                       (Full titles of plans)

                        William A. Bonn, Esq.
                  Senior Vice President and Counsel
                       Property Capital Trust
                       One Post Office Square
                     Boston, Massachusetts 02109
               (Name and address of agent for service)

                           (617) 451-2400
    (Telephone number, including area code, of agent for service)
                    ____________________________

                              Copy to:
                        Mark S. Bergman, Esq.
              Paul, Weiss, Rifkind, Wharton & Garrison
                     1285 Avenue of the Americas
                    New York, New York 10019-6064
                           (212) 373-3000
                    ____________________________

<PAGE>


                   CALCULATION OF REGISTRATION FEE


 Title of each                               Proposed
   class of                    Proposed      maximum
  securities      Amount        maximun     aggregate   Amount of
     to be         to be    offering price   offering  registration
  registered    registered   per share(1)    price(1)       fee

Common Shares,
no par value    350,000(2)      $ 6.00       $ 2,100,000   $ 724.14

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933.
(2)   Consists of 250,000 shares reserved for issuance pursuant to the
      Property Capital Trust Amended and Restated Deferred Stock Plan for Non-
      Employee Trustees and 100,000 shares reserved for issuance pursuant to
      the Property Capital Trust 1994 Stock Option Plan for Non-Employee
      Trustees.  This registration statement also relates to such
      indeterminate number of additional Common Shares of Property Capital
      Trust as may be issuable as a result of stock splits, stock dividends or
      similar transactions. 
______________________________________________________________________________
______________________________________________________________________________


<PAGE>


                               PART I


                            EXPLANATORY NOTE


          The Section 10(a) prospectuses being delivered by Property
Capital Trust (the "Trust" or the "Registrant") to participants in the
Property Capital Trust Amended and Restated Deferred Stock Plan for Non-
Employee Trustees and the Property Capital Trust 1994 Stock Option Plan
for Non-Employee Trustees (the "Plans"), as required by Rule 428 under
the Securities Act, have been prepared in accordance with the
requirements of Form S-8 and relate to the Trust's Common Shares, no par
value (the "Common Shares"), reserved for issuance pursuant to the
Plans.  The information about the Plans required in the Section 10(a)
prospectus is included in documents being maintained and delivered by
the Trust as required by Rule 428 under the Securities Act.  The Trust
shall provide to participants in the Plans a written statement advising
them of the availability without charge, upon written or oral request,
of documents incorporated by reference herein, as is required by Item 2
of Part I of Form S-8.  Requests should be directed to William A. Bonn,
Senior Vice President and Counsel, Property Capital Trust, One Post
Office Square, 21st Floor, Boston, MA 02109 (Telephone: (617) 451-2400).

<PAGE>

                           PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.


     The following documents filed by the Trust with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated
by reference herein:

          1.   The Trust's Annual Report on Form 10-K for the fiscal
               year ended July 31, 1994;

          2.   The Trust's Registration Statement on Form 8-A dated
               November 24, 1971, filed pursuant to Section 12(b) of
               the Exchange Act, which contains a description of the
               Common Shares, including any amendment or report filed
               for the purpose of updating such description.

     All other documents filed by the Trust pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The Declaration of Trust of the Registrant provides that no
Trustee, officer, agent or employee of the Trust shall be liable to the
Trust or to any shareholder, Trustee, officer, agent or employee for any
act or failure to act except for those acts constituting bad faith,
willful misconduct, gross negligence or reckless disregard of duties. 
The Declaration of Trust of the Registrant provides that each
shareholder, Trustee, officer, agent and employee of the Trust shall be

                             II-1

<PAGE>


entitled to (i) reimbursement from Trust property for such person's
reasonable expenses and (ii) to be indemnified to such person's
reasonable satisfaction from time to time against any and all losses,
expenses or liabilities that arise out of or in connection with the
affairs of the Trust or that such person may suffer because such person
is a shareholder, Trustee, officer, agent or employee of the Trust;
provided that such person shall not be reimbursed or indemnified for
those acts constituting bad faith, willful misconduct, gross negligence
or reckless disregard of duties.  

          Pursuant to the Trust's By-Laws, the Trust has agreed to
indemnify and hold harmless each Trustee, officer, agent or employee of
the Trust for the full extent required or permitted by the Declaration
of Trust from and against any and all losses, expenses and liabilities
that arise out of or in connection with the affairs of the Trust or that
such person may suffer because such person is a Trustee, officer, agent
or employee of the Trust.

          In addition, the Trust has entered into Indemnification
Agreements with certain officers of the Trust pursuant to which the
Trust has agreed to indemnify and hold harmless such officers from and
against any damages, judgments, awards, fines, settlements and expenses
actually and reasonably incurred by such persons in connection with any
proceeding to which such person is or was made a party or is or was
threatened to be made a party by reason of the fact that such person was
an officer of the Trust, whether or not such proceeding proceeds to
judgment or is settled or otherwise brought to a final disposition.  The
agreements further provide that the indemnified officers shall not be
indemnified in connection with (i) any proceeding in which it shall have
been finally adjudicated (or in the case of a settlement, which in the
opinion of counsel for the Trust, if finally adjudicated, would likely
have been adjudicated) that liability arose out of or was based upon
such officers' willful malfeasance, bad faith, gross negligence or
reckless disregard of duty or out of such officers' failure to act in
good faith in a manner reasonably believed by such officer to be in the
best interest of the Trust or (ii) any claim with respect to which such
officer has actually received a payment under a valid insurance policy
maintained by the Trust for the benefit of such officer except to the
extent that the amount of such insurance payment is less than the amount
of the total liability and expenses incurred by such officer with
respect to any such claim.  

          The Indemnification Agreements also provide that the Trust,
in the event of any merger, consolidation or reorganization in which the
Trust is not the surviving entity or in any sale of all or substantially
all the assets of the Trust or any liquidation of the Trust

                             II-2

<PAGE>

(collectively, the "Extraordinary Transactions"), the Trust shall use
its best efforts (i) to obtain insurance in favor of such officers from
a reputable insurance carrier (if available at reasonable commercial
rates) in a reasonable amount for a period of not less than one year
from the date of any such Extraordinary Transaction against any
liability to which the indemnification of the officers provided in the
Indemnification Agreement relates, (ii) to have the obligations of the
Trust under the agreement expressly assumed by the survivor, purchaser
or successor as the case may be in any such Extraordinary Transaction or
(iii) to otherwise adequately provide for the satisfaction of the
Trust's obligations under the Indemnification Agreements in a manner
acceptable to the officer.

Item 7.   Exemption from Registration Claimed.  

     Not Applicable.

Item 8.   Exhibits.

          4.1  -  Declaration of Trust.(1)

          4.2  -  By-Laws of the Trust.(2)

          4.3  -  Specimen Common Stock Certificate.(3)

          5.1  -  Opinion of Goodwin, Procter & Hoar as to the
                  legality of the Common Shares being 
                   registered.

          23.1 -  Consent of Ernst & Young LLP dated November 28, 1994.

          23.2 -  Consent of Goodwin, Procter & Hoar (included in
                  their opinion filed as Exhibit 5.1).

____________________

(1)  Incorporated by reference to Exhibit 4.1 of the Trust's
     Registration Statement on Form S-2 dated May 13, 1983, Exhibit 3.2
     to the Trust's Annual Report on Form 10-K for the year ended
     July 31, 1987, Exhibit 3.3 to the Trust's Annual Report on Form
     10-K for the year ended July 31, 1992 and Exhibits 3.4 and 3.5 to
     the Trust's Annual Report on Form 10-K for the year ended July 31,
     1993.

(2)  Incorporated by reference to Exhibit 3.4 of the Trust's Annual
     Report on Form 10-K for the year ended July 31, 1992.

                             II-3

<PAGE>



(3)  Incorporated by reference to Exhibit 4(b) of the Trust's Current
     Report on Form 8-K filed October 12, 1990.


Item 9.   Undertakings.  

     The undersigned Registrant hereby undertakes:  

          (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; 

              (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; 

             (iii) to include any material information with respect to
the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; 

          (2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and 

          (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Trustees, officers, employees, agents
and controlling persons of the Registrant pursuant to the Registrant's

                             II-4

<PAGE>


Declaration of Trust or By-laws, by contract, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a Trustee, officer, employee, agent or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such Trustee, officer, employee, agent or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                             II-5

<PAGE>



                         SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Trust certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has fully caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on November 30, 1994.

                              PROPERTY CAPITAL TRUST


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

     We, the undersigned Officers and Trustees of Property Capital
Trust, hereby severally constitute Robert M. Melzer and William A. Bonn
and each of them singularly as true and lawful attorneys with full power
to them, and each of them singularly, to sign for us and in our names in
the capacities indicated below, any and all amendments, including post-
effective amendments, to this Registration Statement, and generally to
do all such things in our name and behalf in such capacities to enable
Property Capital Trust to comply with the applicable provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys, or each of them,
to any and all such amendments.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.


        Signature                 Title                      Date

/s/ Robert M. Melzer     Trustee, President and        November 30, 1994
    Robert M. Melzer       Chief Executive Officer
                           (Principal Executive and
                           Financial Officer)

                             II-6

<PAGE>

        Signature                 Title                      Date

/s/ Robin W. Devereux      Vice President and         November 30, 1994
    Robin W. Devereux        Treasurer (Principal
                             Accounting Officer)

/s/ Walter M. Cabot        Trustee                    November 30, 1994
    Walter M. Cabot

/s/ John A. Cervieri Jr    Managing Trustee           November 30, 1994
    John A. Cervieri Jr.

/s/ Graham O. Harrison     Trustee                    November 30, 1994
    Graham O. Harrison

/s/ Walter F. Leinhardt    Trustee                    November 30, 1994
    Walter F. Leinhardt

/s/ Edward H. Linde        Trustee                    November 30, 1994
    Edward H. Linde

/s/ Glenn P. Strehle       Trustee                    November 30, 1994
    Glenn P. Strehle


                             II-7

<PAGE>


                         INDEX TO EXHIBITS


Exhibits                                     Sequential page
                                                 number     

  4.1-    Declaration of Trust.(1)

  4.2-    By-laws of the Trust.(2)

  4.3 -   Specimen Common Share Certificate.(3)

  5.1-    Opinion of Goodwin, Procter & Hoar
          as to the legality of the Common
          Shares being registered
          
 23.1-    Consent of Ernst & Young LLP
          dated November 28, 1994.

 23.2-    Consent of Goodwin, Procter & Hoar
          (included in their opinion filed as 
          Exhibit 5.1).



____________________

(1)  Incorporated by reference to Exhibit 4.1 of the Trust's Registration
     Statement on Form S-2 dated May 13, 1993, Exhibit 3.2 to the Trust's
     Annual Report on Form 10-K for the year ended July 31, 1987, Exhibit 3.3
     to the Trust's Annual Report on Form 10-K for the year ended July 31,
     1992 and Exhibits 3.4 and 3.5 to the Trust's Annual Report on Form 10-K
     for the year ended July 31, 1993.

(2)  Incorporated by reference to Exhibit 3.4 of the Trust's Annual Report on
     Form 10-K for the year ended July 31, 1992.

(3)  Incorporated by reference to Exhibit 4(b) of the Trust's Current Report
     on Form 8-K filed October 12, 1990.


                             II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19421}]
{"company-data": {"conformed-name": "PROPERTY CAPITAL TRUST", "cik": "0000080718", "assigned-sic": "6798", "irs-number": "042452367", "state-of-incorporation": "MA", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56665", "film-number": "94562780"}, "business-address": {"street1": "ONE POST OFFICE SQUARE", "street2": "21ST FLR", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6174512400"}, "mail-address": {"street1": "ONE POST OFFICE SQUARE", "street2": "21ST FLOOR", "city": "BOSTON", "state": "MA", "zip": "02109"}}
As filed with the Securities and Exchange Commission on November 30, 1994

                                                 Registration No. 33-
                                                                     
                                                                     

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                     __________________________

                       REGISTRATION STATEMENT
                                 ON
                              FORM S-8
                                UNDER
                     THE SECURITIES ACT OF 1933
                       ______________________

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

Massachusetts                                         04-2452367     
(State or other jurisdiction of                    (I.R.S. Employer  
incorporation or organization)                 Identification Number)

                       One Post Office Square
                     Boston, Massachusetts 02109
         (Address of Principal Executive Offices) (Zip Code)

                      PROPERTY CAPITAL TRUST
             AMENDED AND RESTATED DEFERRED STOCK PLAN
                     FOR NON-EMPLOYEE TRUSTEES

                      PROPERTY CAPITAL TRUST
                      1994 STOCK OPTION PLAN
                     FOR NON-EMPLOYEE TRUSTEES

                       (Full titles of plans)

                        William A. Bonn, Esq.
                  Senior Vice President and Counsel
                       Property Capital Trust
                       One Post Office Square
                     Boston, Massachusetts 02109
               (Name and address of agent for service)

                           (617) 451-2400
    (Telephone number, including area code, of agent for service)
                    ____________________________

                              Copy to:
                        Mark S. Bergman, Esq.
              Paul, Weiss, Rifkind, Wharton & Garrison
                     1285 Avenue of the Americas
                    New York, New York 10019-6064
                           (212) 373-3000
                    ____________________________
CALCULATION OF REGISTRATION FEE

 Title of each                               Proposed
   class of                    Proposed      maximum
  securities      Amount        maximun     aggregate   Amount of
     to be         to be    offering price   offering  registration
  registered    registered   per share(1)    price(1)       fee

Common Shares,
no par value    350,000(2)      $ 6.00       $ 2,100,000   $ 724.14

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c) under the Securities Act of 1933.
(2)   Consists of 250,000 shares reserved for issuance pursuant to the
      Property Capital Trust Amended and Restated Deferred Stock Plan for Non-
      Employee Trustees and 100,000 shares reserved for issuance pursuant to
      the Property Capital Trust 1994 Stock Option Plan for Non-Employee
      Trustees.  This registration statement also relates to such
      indeterminate number of additional Common Shares of Property Capital
      Trust as may be issuable as a result of stock splits, stock dividends or
      similar transactions. 
______________________________________________________________________________
______________________________________________________________________________
PART I

                            EXPLANATORY NOTE

          The Section 10(a) prospectuses being delivered by Property
Capital Trust (the "Trust" or the "Registrant") to participants in the
Property Capital Trust Amended and Restated Deferred Stock Plan for Non-
Employee Trustees and the Property Capital Trust 1994 Stock Option Plan
for Non-Employee Trustees (the "Plans"), as required by Rule 428 under
the Securities Act, have been prepared in accordance with the
requirements of Form S-8 and relate to the Trust's Common Shares, no par
value (the "Common Shares"), reserved for issuance pursuant to the
Plans.  The information about the Plans required in the Section 10(a)
prospectus is included in documents being maintained and delivered by
the Trust as required by Rule 428 under the Securities Act.  The Trust
shall provide to participants in the Plans a written statement advising
them of the availability without charge, upon written or oral request,
of documents incorporated by reference herein, as is required by Item 2
of Part I of Form S-8.  Requests should be directed to William A. Bonn,
Senior Vice President and Counsel, Property Capital Trust, One Post
Office Square, 21st Floor, Boston, MA 02109 (Telephone: (617) 451-2400).
PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Trust with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated
by reference herein:

          1.   The Trust's Annual Report on Form 10-K for the fiscal
               year ended July 31, 1994;

          2.   The Trust's Registration Statement on Form 8-A dated
               November 24, 1971, filed pursuant to Section 12(b) of
               the Exchange Act, which contains a description of the
               Common Shares, including any amendment or report filed
               for the purpose of updating such description.

     All other documents filed by the Trust pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement
and to be part hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     The Declaration of Trust of the Registrant provides that no
Trustee, officer, agent or employee of the Trust shall be liable to the
Trust or to any shareholder, Trustee, officer, agent or employee for any
act or failure to act except for those acts constituting bad faith,
willful misconduct, gross negligence or reckless disregard of duties. 
The Declaration of Trust of the Registrant provides that each
shareholder, Trustee, officer, agent and employee of the Trust shall be

                             II-1
entitled to (i) reimbursement from Trust property for such person's
reasonable expenses and (ii) to be indemnified to such person's
reasonable satisfaction from time to time against any and all losses,
expenses or liabilities that arise out of or in connection with the
affairs of the Trust or that such person may suffer because such person
is a shareholder, Trustee, officer, agent or employee of the Trust;
provided that such person shall not be reimbursed or indemnified for
those acts constituting bad faith, willful misconduct, gross negligence
or reckless disregard of duties.  

          Pursuant to the Trust's By-Laws, the Trust has agreed to
indemnify and hold harmless each Trustee, officer, agent or employee of
the Trust for the full extent required or permitted by the Declaration
of Trust from and against any and all losses, expenses and liabilities
that arise out of or in connection with the affairs of the Trust or that
such person may suffer because such person is a Trustee, officer, agent
or employee of the Trust.

          In addition, the Trust has entered into Indemnification
Agreements with certain officers of the Trust pursuant to which the
Trust has agreed to indemnify and hold harmless such officers from and
against any damages, judgments, awards, fines, settlements and expenses
actually and reasonably incurred by such persons in connection with any
proceeding to which such person is or was made a party or is or was
threatened to be made a party by reason of the fact that such person was
an officer of the Trust, whether or not such proceeding proceeds to
judgment or is settled or otherwise brought to a final disposition.  The
agreements further provide that the indemnified officers shall not be
indemnified in connection with (i) any proceeding in which it shall have
been finally adjudicated (or in the case of a settlement, which in the
opinion of counsel for the Trust, if finally adjudicated, would likely
have been adjudicated) that liability arose out of or was based upon
such officers' willful malfeasance, bad faith, gross negligence or
reckless disregard of duty or out of such officers' failure to act in
good faith in a manner reasonably believed by such officer to be in the
best interest of the Trust or (ii) any claim with respect to which such
officer has actually received a payment under a valid insurance policy
maintained by the Trust for the benefit of such officer except to the
extent that the amount of such insurance payment is less than the amount
of the total liability and expenses incurred by such officer with
respect to any such claim.  

          The Indemnification Agreements also provide that the Trust,
in the event of any merger, consolidation or reorganization in which the
Trust is not the surviving entity or in any sale of all or substantially
all the assets of the Trust or any liquidation of the Trust

                             II-2
(collectively, the "Extraordinary Transactions"), the Trust shall use
its best efforts (i) to obtain insurance in favor of such officers from
a reputable insurance carrier (if available at reasonable commercial
rates) in a reasonable amount for a period of not less than one year
from the date of any such Extraordinary Transaction against any
liability to which the indemnification of the officers provided in the
Indemnification Agreement relates, (ii) to have the obligations of the
Trust under the agreement expressly assumed by the survivor, purchaser
or successor as the case may be in any such Extraordinary Transaction or
(iii) to otherwise adequately provide for the satisfaction of the
Trust's obligations under the Indemnification Agreements in a manner
acceptable to the officer.

Item 7.   Exemption from Registration Claimed.  

     Not Applicable.

Item 8.   Exhibits.

          4.1  -  Declaration of Trust.(1)

          4.2  -  By-Laws of the Trust.(2)

          4.3  -  Specimen Common Stock Certificate.(3)

          5.1  -  Opinion of Goodwin, Procter & Hoar as to the
                  legality of the Common Shares being 
                   registered.

          23.1 -  Consent of Ernst & Young LLP dated November 28, 1994.

          23.2 -  Consent of Goodwin, Procter & Hoar (included in
                  their opinion filed as Exhibit 5.1).

____________________

(1)  Incorporated by reference to Exhibit 4.1 of the Trust's
     Registration Statement on Form S-2 dated May 13, 1983, Exhibit 3.2
     to the Trust's Annual Report on Form 10-K for the year ended
     July 31, 1987, Exhibit 3.3 to the Trust's Annual Report on Form
     10-K for the year ended July 31, 1992 and Exhibits 3.4 and 3.5 to
     the Trust's Annual Report on Form 10-K for the year ended July 31,
     1993.

(2)  Incorporated by reference to Exhibit 3.4 of the Trust's Annual
     Report on Form 10-K for the year ended July 31, 1992.

                             II-3
(3)  Incorporated by reference to Exhibit 4(b) of the Trust's Current
     Report on Form 8-K filed October 12, 1990.

Item 9.   Undertakings.  

     The undersigned Registrant hereby undertakes:  

          (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

               (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; 

              (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement; 

             (iii) to include any material information with respect to
the plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; 

          (2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and 

          (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to Trustees, officers, employees, agents
and controlling persons of the Registrant pursuant to the Registrant's

                             II-4
Declaration of Trust or By-laws, by contract, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a Trustee, officer, employee, agent or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such Trustee, officer, employee, agent or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                             II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Trust certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has fully caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on November 30, 1994.

                              PROPERTY CAPITAL TRUST

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

     We, the undersigned Officers and Trustees of Property Capital
Trust, hereby severally constitute Robert M. Melzer and William A. Bonn
and each of them singularly as true and lawful attorneys with full power
to them, and each of them singularly, to sign for us and in our names in
the capacities indicated below, any and all amendments, including post-
effective amendments, to this Registration Statement, and generally to
do all such things in our name and behalf in such capacities to enable
Property Capital Trust to comply with the applicable provisions of the
Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys, or each of them,
to any and all such amendments.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

        Signature                 Title                      Date

/s/ Robert M. Melzer     Trustee, President and        November 30, 1994
    Robert M. Melzer       Chief Executive Officer
                           (Principal Executive and
                           Financial Officer)

                             II-6
Signature                 Title                      Date

/s/ Robin W. Devereux      Vice President and         November 30, 1994
    Robin W. Devereux        Treasurer (Principal
                             Accounting Officer)

/s/ Walter M. Cabot        Trustee                    November 30, 1994
    Walter M. Cabot

/s/ John A. Cervieri Jr    Managing Trustee           November 30, 1994
    John A. Cervieri Jr.

/s/ Graham O. Harrison     Trustee                    November 30, 1994
    Graham O. Harrison

/s/ Walter F. Leinhardt    Trustee                    November 30, 1994
    Walter F. Leinhardt

/s/ Edward H. Linde        Trustee                    November 30, 1994
    Edward H. Linde

/s/ Glenn P. Strehle       Trustee                    November 30, 1994
    Glenn P. Strehle

                             II-7
INDEX TO EXHIBITS

Exhibits                                     Sequential page
                                                 number     

  4.1-    Declaration of Trust.(1)

  4.2-    By-laws of the Trust.(2)

  4.3 -   Specimen Common Share Certificate.(3)

  5.1-    Opinion of Goodwin, Procter & Hoar
          as to the legality of the Common
          Shares being registered
          
 23.1-    Consent of Ernst & Young LLP
          dated November 28, 1994.

 23.2-    Consent of Goodwin, Procter & Hoar
          (included in their opinion filed as 
          Exhibit 5.1).

____________________

(1)  Incorporated by reference to Exhibit 4.1 of the Trust's Registration
     Statement on Form S-2 dated May 13, 1993, Exhibit 3.2 to the Trust's
     Annual Report on Form 10-K for the year ended July 31, 1987, Exhibit 3.3
     to the Trust's Annual Report on Form 10-K for the year ended July 31,
     1992 and Exhibits 3.4 and 3.5 to the Trust's Annual Report on Form 10-K
     for the year ended July 31, 1993.

(2)  Incorporated by reference to Exhibit 3.4 of the Trust's Annual Report on
     Form 10-K for the year ended July 31, 1992.

(3)  Incorporated by reference to Exhibit 4(b) of the Trust's Current Report
     on Form 8-K filed October 12, 1990.

                             II-8