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

Date of Report (Date of earliest event reported) ~~May~~June 101, 2005

CAPITAL AUTOMOTIVE REIT

(Exact name of registrant as specified in its charter)

Maryland	000-23733	54-1870224
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
8270 Greensboro Drive, Suite 950
McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

8270 Greensboro Drive, Suite 950 McLean, Virginia		22102
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (703) 288-3075

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):


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))

Item 19.01. ~~Entry~~Financial ~~into~~Statements aand ~~Material Definitive Agreement~~Exhibits.

~~On May 10, 2005, Capital Automotive REIT~~ (~~the “Company”~~c) ~~and its operating partnership, Capital Automotive L~~ Exhibits.~~P. (the “Partnership”), entered into an amendment to their syndicated~~ ~~unsecured revolving credit and term loan facility, under which the Partnership is the borrower and~~ ~~the Company is the guarantor, with JPMorgan Chase Bank, N.A., as Administrative Agent, and a~~ ~~syndicate of lenders.~~

The ~~term~~exhibits ~~loan~~listed ~~portion~~in of the ~~facility~~following isindex arelate ~~$150 million~~to ~~five-year unsecured term loan and requires interest-only payments until maturity, at which time~~ the ~~loan~~Registration ~~requires~~Statement aon ~~final~~Form ~~payment~~S-3 ~~totaling $150 million~~(No. 333-116189) ~~The facility bears interest at a spread, generally over LIBOR, and adjusts over time, based upon either the debt ratings~~ of the ~~Company~~registrant ~~or the Partnership or the leverage of the Company, the Partnership~~ and ~~their~~are ~~subsidiaries,~~filed onherewith a consolidated basis. The amendment reduces the interest rate of the term loan portion of the facility by 5 to 10 basis points, depending on the Company or Partnership’s applicable debt rating. As a result, borrowings under the term loan portion of the facility currently bear interest at a spread over LIBOR of 87.5 basis points. In addition, the amendment provides for ~~the~~incorporation ~~payment of a prepayment premium~~ by ~~the Partnership~~reference ifinto ~~it elects to prepay all or any part of the term loan portion of the facility on or~~such ~~before~~Registration ~~October 1, 2005~~Statement. ~~The prepayment premium is 0.75% of the principal amount of any repayment.~~ ~~Any prepayment made after October 1, 2005 is not subject to the prepayment premium.~~

Some of the lenders or their respective affiliates from time to time have provided in the past and may provide in the future investment banking, commercial lending, financial advisory or corporate trust services to the Company, the Partnership and their affiliates in the ordinary course of business. They have received and expect to receive customary fees for such services.


Exhibit No.		Description
1.1		Underwriting Agreement, dated June 1, 2005, among Capital Automotive REIT, Capital Automotive L.P., Credit Suisse First Boston LLC and RBC Capital Markets Corporation (filed herewith)

5.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the legality of the securities being registered by the registrant (filed herewith)

8.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant (filed herewith)

23.1		Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)

23.2		Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1)

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURES

~~(c)~~ Pursuant ~~Exhibits~~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.

~~10.1~~CAPITAL ~~Amendment~~AUTOMOTIVE ~~No.~~REIT 1By: to/s/ ~~Revolving~~Thomas ~~Credit~~D. ~~and~~Eckert ~~Term~~Name: ~~Loan~~Thomas ~~Agreement~~D. ~~dated~~Eckert asTitle: ofPresident ~~May~~and ~~10,~~Chief ~~2005.~~Executive Officer

~~SIGNATURES~~Dated: June 3, 2005

~~Pursuant~~EXHIBIT ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly~~INDEX ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

CAPITAL AUTOMOTIVE REIT By: /s/ David S. Kay Name: David S. Kay Title: Chief Financial Officer, Treasurer and Senior Vice President


Exhibit No.		Description
1.1		Underwriting Agreement, dated June 1, 2005, among Capital Automotive REIT, Capital Automotive L.P., Credit Suisse First Boston LLC and RBC Capital Markets Corporation (filed herewith)

5.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP as to the legality of the securities being registered by the registrant (filed herewith)

8.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding certain material tax issues relating to the registrant (filed herewith)

23.1		Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1)

23.2		Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 8.1 herewith (included in its opinion filed as Exhibit 8.1)

Dated: May 13, 2005

EXHIBIT INDEX

Exhibit No.		Description
10.1		Amendment No. 1 to Revolving Credit and Term Loan Agreement dated as of May 10, 2005.

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