Property Capital Trust Watch

from S-8 1 page Consent of Independent Auditors We Consent to the Incorporation by Reference in the Registration Statement (Form S-8) Dated November 30, 1994 Pertaining to 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 of Our Report Dated August 26, 1994, With Respect to the Consolidated Financial Statements and Schedules of Property Capital Trust Included in Its Annual Report (Form 10-K) for the Year Ended July 31, 1994, Filed With the Securities and Exchange Commission. Ernst & Young Llp Boston, Massachusetts November 28, 1994

from S-8 1 page Consent of Independent Auditors We Consent to the Incorporation by Reference in the Registration Statement (Form S-8) Dated November 30, 1994 Pertaining to the Property Capital Trust 1992 Employee Stock Option Plan of Our Report Dated August 26, 1994, With Respect to the Consolidated Financial Statements and Schedules of Property Capital Trust Included in Its Annual Report (Form 10-K) for the Year Ended July 31, 1994, Filed With the Securities and Exchange Commission. Ernst & Young Llp Boston, Massachusetts November 28, 1994

from 10-Q 1 page Exhibit 18 June 16, 1994 Mr. Robert M. Melzer President and Chief Executive Officer Property Capital Trust One Post Office Square Suite 2100 Boston, Massachusetts 02109 Dear Sir: Note 2 of Notes to Financial Statements of Property Capital Trust Included in Its Form 10-Q for the Quarter Ended April 30, 1994 Describes a Change in the Method of Accounting for Certain Real Estate Investments. Previously, the Trust Consolidated Its Share of Assets and Liabilities and the Results of Operations of These Investments. the Trust Now Uses the Equity Method of Accounting to Account for Its Investment in These Real Estate Partnerships. This Change Did Not Affect Net Income (Loss) or Shareholders' Equity. You Have Advised US That You Believe the Change Is to a Preferable Method in Your Circumstances Based Upon Generally Accepted Accounting Principles and Is More Consistent With Current Accounting Practices in the Real Estate Industry. We Conclude That the Change in the Method of Accounting for These Investments Is to an Acceptable Alternative Method Which, Based on Your Business Judgement to Make This Change for the Reasons Cited Above, Is Preferable in Your Circumstances. We Have Not Conducted an Audit in Accordance With General Accepted Auditing Standards of Any Financial Statements of the Company as of Any Date or for Any Period Subsequent to July 31, 1993, and Therefore We Do Not Express Any Opinion on Any Financial Statements of Property Capital Trust Subsequent to That Date. Very Truly Yours, Ernst & Young 14

from NT 10-Q 1 page Attachment a the Registrant's Delay in Filing Its Quarterly Report on Form 10-Q for the Quarter Ended April 30, 1994 (The "Form 10-Q") Is Due Solely to a Change by the Registrant in the Method of Accounting for Its Investment in Certain Limited Partnerships, of Which the Registrant Is the General Partner. the Change in the Method of Accounting Will Not Have Any Effect on the Registrant's Third Quarter Results Which Were Previously Announced in the Registrant's Press Release Dated May 25, 1994 or the Registrant's Dividend of $.07 Per Share Previously Declared by the Registrant and Payable on June 24, 1994 to Stockholders of Record on June 13, 1994. Because Such Financial Information Is to Be Included in the Registrant's Financial Statements Which Are to Be Cross-Referenced and Utilized Throughout the Form 10-Q, the Registrant Has Determined That It Cannot File Any Part of the Form 10-Q. Pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, the Registrant Represents That (I) the Reason Causing the Inability to File Timely Could Not Be Eliminated by the Registrant Without Unreasonable Effort or Expense and (II) the Form 10-Q Will Be Filed No Later Than the Fifth Calendar Day Following the Prescribed Due Date

from S-8 1 page Underwriting agreement