content: 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): November 20, 2002
                                                           -----------------
  
                           Primecore Mortgage Trust, Inc.
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               (Exact name of registrant as specified in its charter)
  
      Maryland                       0-30507                       94-3324992
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   (State or other jurisdiction    (Commission                    (IRS Employer
       of incorporation)            File Number)               Identification No.)
  
                       99 El Camino Real, Menlo Park, CA 94025
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                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (650) 328-3060
                                                             --------------
  
                                         N/A
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            (Former name or former address, if changed since last report)
  
  <PAGE>
  
  
  
  Item 5.  Other Events and Regulation FD Disclosure
  
  
  On October 17, 2002, the Company's Board of Directors approved, among other
  things, an Amended and Restated Management Agreement and an Agreement Regarding
  Affiliate Loans, and its action was reported in a Current Report as of that
  date. As of November 20, 2002, these agreements were executed, effective as of
  October 17, 2002. Each of these agreements is filed as an exhibit to this
  report.
  
  
  
  Item 7.  Financial Statements and Exhibits
  
  
  Exhibit 10.1               Amended and Restated Management Agreement
  
  
  Exhibit 10.2               Agreement Regarding Affiliate Loans
  
  
  
  
  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 thereunto duly authorized.
  
                                          Primecore Mortgage Trust, Inc.
  
          Dated:   December 19, 2002      /s/ MICHAEL RIDER
                                          Michael Rider, Chief Financial Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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metadata_filer: {"company-data": {"conformed-name": "PRIMECORE MORTGAGE TRUST INC", "cik": "0001086670", "assigned-sic": "6798", "irs-number": "943324992", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30507", "film-number": "02865791"}, "business-address": {"street1": "99 EL CAMINO REAL", "city": "MENLO PARK", "state": "CA", "zip": "94025", "phone": "6503283060"}}
text: 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): November 20, 2002
                                                           -----------------
  
                           Primecore Mortgage Trust, Inc.
   -------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
      Maryland                       0-30507                       94-3324992
   -------------------------------------------------------------------------------
   (State or other jurisdiction    (Commission                    (IRS Employer
       of incorporation)            File Number)               Identification No.)
  
                       99 El Camino Real, Menlo Park, CA 94025
   -------------------------------------------------------------------------------
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (650) 328-3060
                                                             --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 5.  Other Events and Regulation FD Disclosure
  
  On October 17, 2002, the Company's Board of Directors approved, among other
  things, an Amended and Restated Management Agreement and an Agreement Regarding
  Affiliate Loans, and its action was reported in a Current Report as of that
  date. As of November 20, 2002, these agreements were executed, effective as of
  October 17, 2002. Each of these agreements is filed as an exhibit to this
  report.
  
  Item 7.  Financial Statements and Exhibits
  
  Exhibit 10.1               Amended and Restated Management Agreement
  
  Exhibit 10.2               Agreement Regarding Affiliate Loans
  
  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 thereunto duly authorized.
  
                                          Primecore Mortgage Trust, Inc.
  
          Dated:   December 19, 2002      /s/ MICHAEL RIDER
                                          Michael Rider, Chief Financial Officer
  
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