UNITED STATES
                       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

                            April 30, 2002 (April 25,
                     2002) Date of Report (Date of earliest
                                 event reported)

                               Baron Capital Trust
              Exact name of registrant as specified in its charter

          Delaware                     333-35063                 31-1574856
State or other jurisdiction      Commission File Number         IRS Employer
      of incorporation                                       Identification No.

                               Baron Capital Trust
                           3570 U.S. Highway 98 North
                             Lakeland, Florida 33809
                Address of principal executive offices, zip code

                                 (863) 853-2882
                         Registrant's telephone number,
                               including area code

                               Baron Capital Trust
                                7800 Cooper Road
                             Cincinnati, Ohio 45242
             Registrant's former address (changed since last report)
<PAGE>

Item 5. Other Events and Regulation FD Disclosure

     On April 25, 2002,  Barcap  Realty  Services  Group,  Inc.  (the  Corporate
Trustee of Baron Capital Trust, a Delaware business trust (the "Trust")),  Baron
Advisors,  Inc. (the former managing shareholder of the Trust), and the Board of
Trustees  (the  "Board")  of  the  Trust   executed  the  Amended  and  Restated
Declaration of Trust (the "Amended  Declaration")  of the Trust. The Declaration
of Trust is the agreement that governs the operation and management of the Trust
and the relationship  among, and rights and obligations of, the Shareholders and
Trustees of the Trust.  The Amended  Declaration  amended and restated the prior
version of the  Declaration  of Trust of the Trust  dated  August 11,  1998 (the
"Prior  Declaration")  to (i) reflect the  resignation of Baron  Advisors,  Inc.
(controlled by Gregory K. McGrath,  a founder and former Chief Executive Officer
of the Trust) as the  managing  shareholder  of the Trust,  (ii) provide for the
elimination of the role of Baron Advisors,  Inc. as the managing  shareholder of
the Trust,  (iii) provide for the Board to assume the  obligations of the former
managing  shareholder  in  the  management  of the  Trust,  (iv)  eliminate  all
provisions  of the Prior  Declaration  that related to the Exchange  Offering of
Baron Capital Properties,  L.P. (of which the Trust is the general partner and a
limited  partner)  and the Cash  Offering of the Trust which were  completed  in
April 2000 and May 2000,  respectively,  and (v) correct  certain  typographical
errors and other  inconsistencies  that are  immaterial  to the operation of the
Trust and Baron Capital  Properties,  L.P. and to the rights of the Shareholders
and Trustees of the Trust.

     In the opinion of the Board,  the Amended  Declaration does not require the
approval of the Shareholders of the Trust. Nevertheless, the Board has requested
that the  Shareholders  vote to ratify  the  Amended  Declaration  at their next
Annual  Meeting of  Shareholders  scheduled  for May 29,  2002.  The proposal is
described in detail in the Trust's  Proxy  Statement  dated April 25, 2002 which
was first mailed to Shareholders on April 26, 2002.

     Due to the  ministerial  nature of the amendments  reflected in the Amended
Declaration  and in order to minimize  printing  costs,  the text of the Amended
Declaration was not included in the Proxy Statement mailed to Shareholders. This
Current Report on Form 8-K has been filed by the Trust so that the  Shareholders
may review the Amended  Declaration on the Securities and Exchange  Commission's
website at  "http//:www.sec.gov".  A marked  version of the Amended  Declaration
that highlights the revisions made to the Prior  Declaration is available on the
SEC's  website on a pdf file  related to this Report.  Shareholders  that do not
have access to the  Internet  may  request  that the Trust mail to them by first
class delivery a copy of the Amended  Declaration that highlights the amendments
made.

     The Amended Declaration was unanimously  approved by the Board on April 25,
2002.


                                       2
<PAGE>

Item 7. Financial Statements and Exhibits.

     (a)  Financial statements of businesses acquired: Not applicable.

     (b)  Pro forma financial information: Not applicable.

     (c)  Exhibits:  Attached hereto as Exhibit 3(i) is the Amended and Restated
          Declaration  of Trust of Baron Capital Trust dated April 25, 2002 (the
          "Amended Declaration"). A marked copy of the Amended Declaration which
          indicates  changes  made  to the  prior  version  of the  Amended  and
          Restated  Declaration of Trust of Baron Capital Trust dated August 11,
          1998 is  available  on the SEC website  (http//:www.sec.gov)  on a pdf
          file related to this Report.

                                   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.

                                        BARON CAPITAL TRUST


Date: April 30, 2002                    By: /s/ Mark L. Wilson
                                            ------------------------------------
                                                Mark L. Wilson
                                                Chief Financial Officer


                                       3
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UNITED STATES
                       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

                            April 30, 2002 (April 25,
                     2002) Date of Report (Date of earliest
                                 event reported)

                               Baron Capital Trust
              Exact name of registrant as specified in its charter

          Delaware                     333-35063                 31-1574856
State or other jurisdiction      Commission File Number         IRS Employer
      of incorporation                                       Identification No.

                               Baron Capital Trust
                           3570 U.S. Highway 98 North
                             Lakeland, Florida 33809
                Address of principal executive offices, zip code

                                 (863) 853-2882
                         Registrant's telephone number,
                               including area code

                               Baron Capital Trust
                                7800 Cooper Road
                             Cincinnati, Ohio 45242
             Registrant's former address (changed since last report)
Item 5. Other Events and Regulation FD Disclosure

     On April 25, 2002,  Barcap  Realty  Services  Group,  Inc.  (the  Corporate
Trustee of Baron Capital Trust, a Delaware business trust (the "Trust")),  Baron
Advisors,  Inc. (the former managing shareholder of the Trust), and the Board of
Trustees  (the  "Board")  of  the  Trust   executed  the  Amended  and  Restated
Declaration of Trust (the "Amended  Declaration")  of the Trust. The Declaration
of Trust is the agreement that governs the operation and management of the Trust
and the relationship  among, and rights and obligations of, the Shareholders and
Trustees of the Trust.  The Amended  Declaration  amended and restated the prior
version of the  Declaration  of Trust of the Trust  dated  August 11,  1998 (the
"Prior  Declaration")  to (i) reflect the  resignation of Baron  Advisors,  Inc.
(controlled by Gregory K. McGrath,  a founder and former Chief Executive Officer
of the Trust) as the  managing  shareholder  of the Trust,  (ii) provide for the
elimination of the role of Baron Advisors,  Inc. as the managing  shareholder of
the Trust,  (iii) provide for the Board to assume the  obligations of the former
managing  shareholder  in  the  management  of the  Trust,  (iv)  eliminate  all
provisions  of the Prior  Declaration  that related to the Exchange  Offering of
Baron Capital Properties,  L.P. (of which the Trust is the general partner and a
limited  partner)  and the Cash  Offering of the Trust which were  completed  in
April 2000 and May 2000,  respectively,  and (v) correct  certain  typographical
errors and other  inconsistencies  that are  immaterial  to the operation of the
Trust and Baron Capital  Properties,  L.P. and to the rights of the Shareholders
and Trustees of the Trust.

     In the opinion of the Board,  the Amended  Declaration does not require the
approval of the Shareholders of the Trust. Nevertheless, the Board has requested
that the  Shareholders  vote to ratify  the  Amended  Declaration  at their next
Annual  Meeting of  Shareholders  scheduled  for May 29,  2002.  The proposal is
described in detail in the Trust's  Proxy  Statement  dated April 25, 2002 which
was first mailed to Shareholders on April 26, 2002.

     Due to the  ministerial  nature of the amendments  reflected in the Amended
Declaration  and in order to minimize  printing  costs,  the text of the Amended
Declaration was not included in the Proxy Statement mailed to Shareholders. This
Current Report on Form 8-K has been filed by the Trust so that the  Shareholders
may review the Amended  Declaration on the Securities and Exchange  Commission's
website at  "http//:www.sec.gov".  A marked  version of the Amended  Declaration
that highlights the revisions made to the Prior  Declaration is available on the
SEC's  website on a pdf file  related to this Report.  Shareholders  that do not
have access to the  Internet  may  request  that the Trust mail to them by first
class delivery a copy of the Amended  Declaration that highlights the amendments
made.

     The Amended Declaration was unanimously  approved by the Board on April 25,
2002.

                                       2
Item 7. Financial Statements and Exhibits.

     (a)  Financial statements of businesses acquired: Not applicable.

     (b)  Pro forma financial information: Not applicable.

     (c)  Exhibits:  Attached hereto as Exhibit 3(i) is the Amended and Restated
          Declaration  of Trust of Baron Capital Trust dated April 25, 2002 (the
          "Amended Declaration"). A marked copy of the Amended Declaration which
          indicates  changes  made  to the  prior  version  of the  Amended  and
          Restated  Declaration of Trust of Baron Capital Trust dated August 11,
          1998 is  available  on the SEC website  (http//:www.sec.gov)  on a pdf
          file related to this Report.

                                   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.

                                        BARON CAPITAL TRUST

Date: April 30, 2002                    By: /s/ Mark L. Wilson
                                            ------------------------------------
                                                Mark L. Wilson
                                                Chief Financial Officer

                                       3