SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT TO CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 28, 2004

DIVIDEND CAPITAL TRUST INC.

(Exact name of small business issuer as specified in its charter)

518 17^th Street, Suite 1700

Denver, CO 80202

(Address of principal executive offices)

(303) 228-2200

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                                      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

We previously filed a Form 8-K/A on December 13, 2004 dated September 28, 2004 with regard to the acquisition of the Interpark 70, Trade Pointe III and the Cypress distribution facilities.  The aforementioned Form 8-K/A was filed pursuant to Form 8-K with the pro forma financial statements required pursuant to Rule 3-14 of the Securities Exchange Act of 1934.  Such pro forma financial statements were presented with erroneous information and accordingly we are filing this Form 8-K/A to amend the previous filing to accurately state the pro forma financial statements.

Item 2.01 Completion of Acquisition or Disposition of Assets

Purchase of the Interpark 70, Trade Pointe (previously referred to as Hydra) and Cypress Distribution Facilities

We previously filed a Form 8-K on October 1, 2004 dated September 28, 2004 regarding the acquisition of one distribution facility located in Denver, Colorado ("Interpark 70") and one distribution facility located in Riverport, Kentucky ("Trade Pointe").  Additionally, we filed a Form 8-K on October 27, 2004 dated October 22, 2004 regarding the acquisition of two distribution facilities located in Central Park, Florida ("Cypress").  The aforementioned Form 8-Ks were filed without the requisite financial information.  Accordingly, we are filing this Form 8-K/A to include that financial information.  Due to the non-related party nature of this transaction, only audited statements for the year ended December 31, 2003, are required.  The Company is not aware of any material factors relating to the acquisitions that would cause the reported financial information not to be necessarily indicative of future operating results.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Real Estate Property Acquired:

(b) Unaudited Pro Forma Financial Information:

(c) Exhibits:

None.

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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Dividend Capital Trust Inc.

Denver, Colorado

We have audited the accompanying statement of revenues and certain expenses of the Interpark 70 Center (“Interpark 70”) for the year ended December 31, 2003. This financial statement is the responsibility of Interpark 70’s management. Our responsibility is to express an opinion on this financial statement based upon our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of Dividend Capital Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of Interpark 70’s revenues and expenses.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of the Interpark 70 Center for the year ended December 31, 2003, on the basis of accounting described in Note 1.

                /s/ Ehrhardt Keefe Steiner & Hottman PC

November 11, 2004

Denver, Colorado

F-1

DIVIDEND CAPITAL TRUST INC.

Interpark 70 Center

Statements of Revenues and Certain Expenses

The accompanying notes are an integral part of these financial statements.

F-2

Notes to Statements of Revenues and Certain Expenses

(Information for June 30, 2004 is Unaudited)

Note 1 - Description of Business and Summary of Significant Accounting Policies

The accompanying statements of revenues and certain expenses reflect the operations of the Interpark 70 Center (“Interpark 70”) for the six months ended June 30, 2004 (unaudited) and for the year ended December 31, 2003. Interpark 70 consists of one industrial building comprising approximately 160,233 rentable square feet located in Denver, Colorado. As of December 31, 2003, Interpark 70 was approximately 71% occupied and subsequently became 83% occupied through the addition of new tenants.

Interpark 70 was acquired by Dividend Capital Trust Inc. (“the Company”) from an unrelated party on September 30, 2004 for a total cost of approximately $8.9 million (which includes an acquisition fee of $86,000 paid to Dividend Capital Advisors LLC, an affiliate), which was paid using net proceeds from the Company’s public offering.

The accounting records of Interpark 70 are maintained on the accrual basis. The accompanying statements of revenues and certain expenses were prepared pursuant to Rule 3-14 of the Securities and Exchange Commission, and exclude certain expenses such as mortgage interest, depreciation and amortization, professional fees and other costs not directly related to future operations of Interpark 70.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations can be significantly impacted by the rental market of the Denver, Colorado region.

Interim Information (unaudited)

In the opinion of management, the unaudited information as of June 30, 2004 included herein contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the six months ended June 30, 2004. Results of interim periods are not necessarily indicative of results to be expected for the year. Management is not aware of any material factors that would cause the information included herein to not be indicative of future operating results.

Note 2 - Operating Leases

Interpark 70’s revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. Interpark 70 records rental revenue for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, Interpark 70 records a receivable due from tenants for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in a decrease in rental revenue of $6,899 and $11,256 for the six months ended June 30, 2004 and the year ended December 31, 2003, respectively.

F-3

Future minimum lease payments due under these leases for the next five years, excluding tenant reimbursements of operating expenses, as of December 31, 2003 are as follows:

Tenant reimbursements of operating expenses are included in other revenues in the accompanying statements of revenues and certain expenses.

The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2003, and the corresponding percentage of the future minimum revenues above:

Certain leases above contain tenant lease renewal options for various periods under various terms that may or may not be similar to the existing leases.

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Dividend Capital Trust Inc.

Denver, Colorado

We have audited the accompanying statement of revenues and certain expenses of the Trade Pointe III Bulk Distribution Center (“Trade Pointe”) for the year ended December 31, 2003. This financial statement is the responsibility of Trade Pointe’s management. Our responsibility is to express an opinion on this financial statement based upon our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of Dividend Capital Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of Trade Pointe’s revenues and expenses.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of the Trade Pointe III Bulk Distribution Center for the year ended December 31, 2003, on the basis of accounting described in Note 1.

                /s/ Ehrhardt Keefe Steiner & Hottman PC

November 12, 2004

Denver, Colorado

F-5

DIVIDEND CAPITAL TRUST INC.

Trade Pointe III Bulk Distribution Center

Statements of Revenues and Certain Expenses

The accompanying notes are an integral part of these financial statements.

F-6

Notes to Statements of Revenues and Certain Expenses

(Information for June 30, 2004 is Unaudited)

Note 1 - Description of Business and Summary of Significant Accounting Policies

The accompanying statements of revenues and certain expenses reflect the operations of the Trade Pointe III Distribution Center (“Trade Pointe”) for the six months ended June 30, 2004 (unaudited) and for the year ended December 31, 2003. Trade Pointe is a “Rear Load” style bulk distribution center located in Riverport, Kentucky which is a submarket of Louisville, Kentucky. Trade Pointe is located on 13.6 acres and comprises 221,000 aggregate rentable square feet. As of December 31, 2003 and June 30, 2004, Trade Pointe was 100% occupied by one tenant.

Trade Pointe was acquired by Dividend Capital Trust Inc. ("the Company") from an unrelated party on September 28, 2004 for a total cost of approximately $8.3 million (which includes an acquisition fee of $80,000 paid to Dividend Capital Advisors LLC, an affiliate), which was paid using net proceeds from the Company's public offering.

The accounting records of Trade Pointe are maintained on the accrual basis. The accompanying statements of revenues and certain expenses were prepared pursuant to the Rule 3-14 of the Securities and Exchange Commission, and exclude certain expenses such as mortgage interest, depreciation and amortization, professional fees and other costs not directly related to future operations of Trade Pointe.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations can be significantly impacted by the rental market of the greater Louisville, Kentucky region.

Interim Information (unaudited)

In the opinion of management, the unaudited information as of June 30, 2004 included herein contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the six months ended June 30, 2004. Results of interim periods are not necessarily indicative of results to be expected for the year. Management is not aware of any material factors that would cause the information included herein to not be indicative of future operating results.

Note 2 - Operating Leases

Trade Pointe’s revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. Trade Pointe records rental revenue for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, Trade Pointe III records a receivable due from tenants for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in an increase in rental revenue of $10,001 and $23,923 for the periods ended June 30, 2004 and December 31, 2003, respectively.

F-7

Future minimum lease payments due under these leases for the next five years, excluding tenant reimbursements of operating expenses, as of December 31, 2003 are as follows:

Tenant reimbursements of operating expenses are included in other revenues in the accompanying statements of revenues and certain expenses.

The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2003, and the corresponding percentage of the future minimum revenues above:

The lease above contains lease renewal options for various periods under various terms that may or may not be similar to the existing lease.

F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Dividend Capital Trust Inc.

Denver, Colorado

We have audited the accompanying statement of revenues and certain expenses of the Cypress Park East Distribution Buildings (“Cypress”) for the year ended December 31, 2003. This financial statement is the responsibility of Cypress’ management. Our responsibility is to express an opinion on this financial statement based upon our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in the Current Report on Form 8-K of Dividend Capital Trust Inc., as described in Note 1. The presentation is not intended to be a complete presentation of Cypress’ revenues and expenses.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of the Cypress Park East Distribution Buildings for the year ended December 31, 2003, on the basis of accounting described in Note 1.

                /s/ Ehrhardt Keefe Steiner & Hottman PC

November 11, 2004

Denver, Colorado

F-9

DIVIDEND CAPITAL TRUST INC.

Cypress Park East Distribution Buildings

Statements of Revenues and Certain Expenses

The accompanying notes are an integral part of these financial statements.

F-10

Notes to Statements of Revenues and Certain Expenses

(Information for June 30, 2004 is Unaudited)

Note 1 - Description of Business and Summary of Significant Accounting Policies

The accompanying statements of revenues and certain expenses reflect the operations of the Cypress Park East Distribution Buildings (“Cypress”) for the six months ended June 30, 2004 (unaudited) and for the year ended December 31, 2003. Cypress consists of two buildings located in Orlando, Florida. Cypress contains approximately 367,137 aggregate rentable square feet. As of December 31, 2003, Cypress had an occupancy percentage of 94%.

Cypress was acquired by Dividend Capital Trust Inc. ("the Company") from an unrelated party on October 22, 2004 for a total cost of approximately $15.8 million (which includes an acquisition fee of $154,000 paid to Dividend Capital Advisors LLC, an affiliate), which was paid using net proceeds from the Company's public offering.

The accounting records of Cypress are maintained on the accrual basis. The accompanying statements of revenues and certain expenses were prepared pursuant to Rule 3-14 of the Securities and Exchange Commission, and exclude certain expenses such as mortgage interest, depreciation and amortization, professional fees and other costs not directly related to future operations of Cypress.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The results of operations can be significantly impacted by the rental market of the Orlando, Florida region.

Interim Information (unaudited)

In the opinion of management, the unaudited information as of June 30, 2004 included herein contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the six months ended June 30, 2004. Results of interim periods are not necessarily indicative of results to be expected for the year. Management is not aware of any material factors that would cause the information included herein to not be indicative of future operating results.

Note 2 - Operating Leases

Cypress’ revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases. Cypress records rental revenue for the full term of the lease on a straight-line basis. In the case where the minimum rental payments increase over the life of the lease, Cypress records a receivable due from tenants for the difference between the amount of revenue recorded and the amount of cash received. This accounting treatment resulted in an increase (decrease) in rental revenue of $19,293 and $(2,736) for the periods ended June 30, 2004 and December 31, 2003, respectively.

F-11

Future minimum lease payments due under these leases for the next five years, excluding tenant reimbursements of operating expenses, as of December 31, 2003 are as follows:

Tenant reimbursements of operating expenses are included in other revenues in the accompanying statements of revenues and certain expenses.

The following table exhibits those tenants who accounted for greater than 10% of the rental revenues for the year ended December 31, 2003, and the corresponding percentage of the future minimum revenues above:

The leases above contain lease renewal options for various periods under various terms that may or may not be similar to the existing leases.

F-12

Pro Forma Financial Information

(Unaudited)

     The following pro forma financial statements have been prepared to provide pro forma information with regards to the Interpark 70, Trade Pointe and Cypress facilities which Dividend Capital Trust Inc. (the “Company”) acquired from unrelated third parties during the period beginning on September 28, 2004 and ending on October 22, 2004 and for which this Form 8-K/A is being filed.

                The accompanying unaudited pro forma consolidated balance sheet presents the historical financial information of the Company as of June 30, 2004 as adjusted for the acquisition of the properties made subsequent to June 30, 2004 and the issuance of the Company’s common stock subsequent to June 30, 2004 as if these transactions had occurred on June 30, 2004.

                The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2003 combines the historical operations of the Company with (i) the incremental effect of properties acquired in 2003, (ii) the historical operations of properties acquired subsequent to December 31, 2003, (iii) the issuance of debt and (iv) the issuance of the Company’s common stock, as if these transactions had occurred on January 1, 2003.

                The accompanying unaudited pro forma consolidated statement of operations for the six months ended June 30, 2004 combines the historical operations of the Company with (i) the incremental effect of properties acquired in 2004, and (ii) the issuance of the Company’s common stock, as if these transactions had occurred on January 1, 2004.

                The unaudited pro forma consolidated financial statements have been prepared by the Company’s management based upon the historical financial statements of the Company and of the individually acquired properties. These pro forma statements may not be indicative of the results that actually would have occurred if the combination had been in effect on the dates indicated or which may be obtained in the future. The pro forma financial statements should be read in conjunction with the historical financial statements included in the Company’s previous filings with the Securities and Exchange Commission.

F-13

Pro Forma Consolidated Balance Sheet

June 30, 2004

The accompanying notes are an integral part of this pro forma consolidated financial statement.

F-14

Notes to Pro Forma Consolidated Balance Sheet

(Unaudited)

(1)                                  Reflects the historical consolidated balance sheet of the Company as of June 30, 2004. Please refer to Dividend Capital Trust Inc.’s historical consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the three and six months months ended June 30, 2004.

(2)                                  Reflects the properties that were acquired subsequent to June 30, 2004. These properties were acquired using the net proceeds from the Company’s public offerings. The total cost of these facilities, including acquisitions costs and acquisition fees paid to an affiliate, was approximately $32.9 million.

(3)                                  A certain amount of capital was raised through the Company’s public offerings subsequent to June 30, 2004 which was used to fund the acquisition of properties subsequent to June 30, 2004. As such, the net proceeds from the shares that were sold subsequent to June 30, 2004 through October 22, 2004, the date of the latest acquisition, are included in the accompanying pro forma balance sheet. The following table reflects the calculation used to determine the net proceeds received from the Company’s public offering:

F-15

Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2003

The accompanying notes are an integral part of this pro forma consolidated financial statement.

F-16

Notes to Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2003

(Unaudited)

(1)                                  Reflects the historical consolidated statement of operations of the Company for the year ended December 31, 2003. Please refer to the Dividend Capital Trust Inc.’s historical consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

(2)                                  The following table sets forth the incremental rental revenues and operating expenses of the properties acquired during 2003 for the year ended December 31, 2003 based on the historical operations of such properties for the periods prior to acquisition.

(1)           The Bridgestone/Firestone Distribution Center and the Rancho Technology Park were vacant prior to acquisition. As such, no rental revenues and operating expenses have been reflected in the accompanying pro forma statement of operations related to these acquisitions.

The properties acquired during 2003 were acquired with the net proceeds from the Company’s initial public offering, borrowings on the senior secured revolving credit facility and borrowings on mortgage indebtedness.

F-17

(3)                                  The following table sets forth the allocation of land and building and other costs based on the purchase price allocation for the 2003 property acquisitions. This table also reflects the estimated incremental depreciation and amortization, prior to the date of acquisition, for the 2003 property acquisitions using a 40 year life for building, a 20 year life for land improvements and the life of the related lease for tenant improvements and for other intangible assets based on the purchase price allocation in accordance with Statement of Financial Accounting Standard No. 141, Business Combinations (“SFAS No. 141”).

(1)           The Bridgestone/Firestone Distribution Center and the Rancho Technology Park were vacant prior to acquisition and therefore no depreciation or amortization expenses have been reflected in the accompanying pro forma statement of operations related to these acquisitions.

F-18

(4)                                  The following table sets forth the debt which has been assumed to have been outstanding as of January 1, 2003 and the incremental interest expense that has been included in the pro forma statement of operations.

(5)                                  The following table sets forth the incremental rental revenues and operating expenses for the year ended December 31, 2003 for the properties acquired during 2004 based on their respective historical operations of such properties for the periods prior to acquisition.

                                                The properties acquired in 2004 were acquired with the net proceeds raised from the Company’s public offering and with the assumption of debt.

F-19

(6)                                  The following table sets forth the initial allocation of land and building and other costs based on the preliminary purchase price allocation for the 2004 property acquisitions. This table also reflects the estimated incremental depreciation and amortization for the 2004 property acquisitions using a 40 year life for building, a 20 year life for land improvements and the life of the related lease for tenant improvements and for other intangible assets based on the preliminary purchase price allocation in accordance with SFAS No. 141.

(7)                                  This amount represents the pro forma adjustment for the amortization of above and below market rents pursuant to SFAS 141.

(8)                                  For purposes of presenting pro forma weighted average shares outstanding, it has been assumed that the number of shares outstanding as of the date of latest acquisition, October 22, 2004, including the number of shares sold subsequent to December 31, 2004 (52,744,975 shares), have been outstanding since January 1, 2003.

F-20

Pro Forma Consolidated Statement of Operations

For the Six Months Ended June 30, 2004