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): July 21, 2005

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 2.01 Completion of Acquisition or Disposition of Assets

Merger with Cabot Industrial Value Fund

We previously disclosed on a Form 8-K filed on July 26, 2005, dated July 21, 2005, the completion of our merger with Cabot Industrial Value Fund, Inc. (“Cabot”), an unrelated, privately held third party, through which we acquired all of the outstanding shares of Cabot’s common stock.  The aforementioned Form 8-K was 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, 2004 are required. We are not aware of any material factors relating to this acquisition, except as disclosed in the notes to the financial statements, that would cause the reported financial information not to be necessarily indicative of future operating results.

Item 8.01 Other Events

Purchase of the Blackhawk Portfolio

On June 13, 2005, we acquired a fee interest in a portfolio of six buildings; five buildings comprising approximately 1.1 million rentable square feet located in Chicago, Illinois and one building comprising 300,000 rentable square feet located in Memphis, Tennessee, collectively referred to as the “Blackhawk” portfolio.  Blackhawk is currently 86.2% occupied by six customers and was acquired for a total estimated investment of approximately $59.5 million (which includes an acquisition fee of $575,380 that is payable to Dividend Capital Advisors LLC, our advisor), which was paid from net proceeds from our public and private offerings and debt proceeds.

Blackhawk was acquired from a unrelated third party.  The purchase price was determined through negotiations between the seller and our advisor.

The acquisition of Blackhawk is individually insignificant in that its net book value does not constitute a “significant amount of assets” as such term is defined pursuant to Form 8-K.  However, we have caused certain financial information to be prepared in respect to Blackhawk and we are making this financial information available in this Form 8-K/A.  Due to the non-related party nature of this transaction, we are only providing an audited statement for the year ended December 31, 2004. We are not aware of any material factors relating to this acquisition other than as disclosed in the notes to the financial statements, which would cause the reported financial information not to be necessarily indicative of future operating results.

Accelerated Filer Status

We are not an “accelerated filer” as defined under Rule 12b-2 under the Securities Exchange Act of 1934, as amended.  We had previously operated as an accelerated filer but we were not and are not obligated to do so.

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Item 9.01 Financial Statements and Exhibits.

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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.

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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 Cabot Industrial Value Fund portfolio (“Cabot”) for the year ended December 31, 2004.  This financial statement is the responsibility of Cabot’s management.  Our responsibility is to express an opinion on the 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.  Material amounts, as described in Note 1 to the statement of revenues and certain expenses, that would not be directly attributable to future operating results of Cabot are excluded, and the financial statement is not intended to be a complete presentation of Cabot’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 Cabot for the year ended December 31, 2004, on the basis of accounting described in Note 1.

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Cabot Industrial Value Fund

Statement of Revenues and Certain Expenses

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

F-2

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

The accompanying statements of revenues and certain expenses reflect the operations of the Cabot Industrial Value Fund portfolio (“Cabot”) for the three months ended March 31, 2005 (unaudited) and the year ended December 31, 2004. Cabot is comprised of 105 properties located in the following twelve markets: Miami, Atlanta, Chicago, Cincinnati, Boston, Baltimore, Charlotte, New Jersey, Columbus, Dallas, Seattle and Southern California. Cabot comprises approximately 11.7 million aggregate rentable square feet and has a current occupancy percentage of 84.3%.

The accompanying statements of revenues and certain expenses includes activity of properties that were originally acquired by Cabot subsequent to January 1, 2004. As such, the operating results of those properties do not reflect a full periods worth of activity. As certain properties within the Cabot portfolio do not reflect a full twelve or three months of operations, these financials are not considered to be indicative of the future operating results for Dividend Capital Trust Inc.  The following table describes the acquisition activity of Cabot.

Dividend Capital Trust Inc. (the “Company”) entered into an agreement on June 17, 2005, to acquire by merger all of the outstanding shares of Cabot Industrial Value Fund, Inc., an unrelated, privately held third party.  Through the Company’s ownership of Cabot Industrial Value Fund Inc, the Company obtained an approximate 87% interest in Cabot Industrial Value Fund LP which owns the Cabot portfolio.

The accounting records of Cabot are maintained on the accrual basis. The accompanying statements of revenues and certain expenses was prepared for the purposes of complying with Rule 3-14 of the Securities and Exchange Commission and excludes certain material items. Such material items include mortgage interest, depreciation and amortization, professional fees and other costs not directly related to future operations of Cabot. These statements are not intended to be a complete presentation of Cabot’s revenues and expenses and are not considered to be indicative of the future earnings results for Dividend Capital Trust, Inc. Accordingly, these statements are not representative of actual operations for the periods presented due to the exclusion of revenues and certain expenses which may not be comparable to the proposed future operations of the properties.

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 future results of operations can be significantly impacted by the rental market of the Miami, Atlanta, Chicago, Cincinnati, Boston, Baltimore, Charlotte, New Jersey, Columbus, Dallas, Seattle and Southern California regions as well as general overall economic conditions.

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Note 2 - Operating Leases

Cabot’s revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases.  Cabot 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, Cabot records a receivable due from the tenant 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 $391,366 and $1,124,750 for the three months ended March 31, 2005 and the year ended December 31, 2004, respectively.

Future minimum lease payments due under these leases for the next five years as of December 31, 2004, are as follows:

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

For the year ended December 31, 2004, there were no tenants who accounted for greater than 10% of either rental revenues or future minimum revenues.

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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 Blackhawk portfolio (“Blackhawk”) for the year ended December 31, 2004.  This financial statement is the responsibility of Blackhawk’s management.  Our responsibility is to express an opinion on the 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.  Material amounts, as described in Note 1 to the statement of revenues and certain expenses, that would not be directly attributable to the future results of Blackhawk are excluded, and the financial statement is not intended to be a complete presentation of Blackhawk’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 Blackhawk for the year ended December 31, 2004, on the basis of accounting described in Note 1.

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Blackhawk Portfolio

Statements of Revenues and Certain Expenses

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

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DIVIDEND CAPITAL TRUST INC.

Notes to Statements of Revenues and Certain Expenses

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

The accompanying statements of revenues and certain expenses reflects the operations of the Blackhawk portfolio (“Blackhawk”) for the year ended December 31, 2004 and for the quarter ended March 31, 2005 (unaudited).  Blackhawk consists of six buildings; five buildings comprising approximately 1.1 million rentable square feet located in Chicago, Illinois and one building comprising 300,000 rentable square feet located in Memphis, Tennessee.  As of December 31, 2004, and as of June 13, 2005 (the date of acquisition), Blackhawk had an occupancy percentage of 78.9% and 86.2% (unaudited).

Blackhawk was acquired by Dividend Capital Trust Inc. (the “Company”) from an unrelated party on June 13, 2005, for a total expected investment of approximately $59.5 million (which includes an acquisition fee of $575,380 paid to Dividend Capital Advisors LLC, an affiliate), which was paid using net proceeds from the Company’s public and private offerings and the assumption of an existing non-recourse mortgage loan.

The accounting records of Blackhawk are maintained on the accrual basis.  The accompanying statements of revenues and certain expenses was prepared pursuant to the Rule 3-14 of the Securities and Exchange Commission, and excludes certain material expenses such as mortgage interest, depreciation and amortization, professional fees and other costs not directly related to future operations of Blackhawk.  These statements are not intended to be a complete presentation of Blackhawk’s revenues and expenses.

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 future results of operations can be significantly impacted by the rental markets of the Chicago, Illinois region and the Memphis, Tennessee region as well as general overall economic conditions.

Interim Information (unaudited)

In the opinion of management, the unaudited information for the quarter ended March 31, 2005, included herein contains all the adjustments necessary, which are of a normal recurring nature, to present fairly the revenues and certain expenses for the quarter ended March 31, 2005. 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

Blackhawk’s revenues are primarily obtained from tenant rental payments as provided for under non-cancelable operating leases.  Blackhawk 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, Blackhawk records a receivable due from the tenant for the difference between the amount of revenue recorded and the amount of cash received.  This accounting treatment resulted in a increase in rental revenue of $164,332 and $84,706 (unaudited) for the year ended December 31, 2004, and for the quarter ended March 31, 2005, respectively.

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Future minimum lease payments due under these leases for the next five years as of December 31, 2004, are as follows:

Tenant reimbursements of operating expenses are included in other revenues in the accompanying statements of revenue 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, 2004, and the corresponding percentage of the future minimum revenues above:

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Pro Forma Financial Information

(Unaudited)

The following pro forma financial statements have been prepared to provide pro forma information with regards to the Cabot Industrial Value Fund portfolio (“Cabot”) and the Blackhawk portfolio (“Blackhawk”) which Dividend Capital Trust Inc. (the “Company”) acquired beginning on June 13, 2005, and ending on July 21, 2005 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 March 31, 2005, as adjusted for acquisitions made subsequent to March 31, 2005, the issuance of our common stock and the assumption and issuance of debt made subsequent to March 31, 2005, as if these transactions had occurred on March 31, 2005.

The accompanying unaudited pro forma consolidated statement of operations for the three months ended March 31, 2005, combines our historical operations with (i) the incremental effect of properties acquired during 2005, (ii) the issuance and assumption of debt during 2005 and (iii) the issuance of the Company’s common stock during 2005, as if these transactions had occurred on January 1, 2005. This pro forma statement of operations does not contemplate additional general and administrative expenses that are probable as such expenses are not readily determinable.

The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2004, combine the historical operations of the Company with (i) the incremental effect of properties acquired during 2004, (ii) the historical operations of properties acquired subsequent to December 31, 2004, (iii) the issuance and assumption of debt during 2004 and subsequent to December 31, 2004 and (iv) the issuance of the Company’s common stock during 2004 and subsequent to December 31, 2004, 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, including its 2004 Annual Report on Form 10-K filed on March 16, 2005.

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DIVIDEND CAPITAL TRUST INC.

Pro Forma Consolidated Balance Sheet

As of March 31, 2005

(Unaudited)

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

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Notes to Pro Forma Consolidated Balance Sheet

(Unaudited)

(1)          Reflects the historical consolidated balance sheet of the Company as of March 31, 2005.  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 months ended March 31, 2005.

(2)          Reflects the acquisition of properties acquired subsequent to March 31, 2005.  These properties were acquired using net proceeds from the Company’s public offerings and through the issuance and assumption of debt. The total cost or anticipated cost of these properties, including acquisition costs and acquisition fees payable to an affiliate, was approximately $928.9 million.

(3)          A certain amount of capital was raised through the Company’s public and private offerings subsequent to March 31, 2005, which was used to fund the acquisition of properties subsequent to March 31, 2005.  As such, the net proceeds raised subsequent to March 31, 2005, through July 21, 2005, 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 and private offerings:

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DIVIDEND CAPITAL TRUST INC.

Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2004

(Unaudited)

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

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Notes to Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2004

(1)                                  Reflects the historical consolidated statement of operations of the Company for the year ended December 31, 2004.  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, 2004.

(2)                                  The following table sets forth the pro forma incremental rental revenues and operating expenses of those properties acquired during 2004, for the year ended December 31, 2004, based on the respective historical operations of such properties for the period prior to acquisition. The properties below were or are anticipated to be acquired with the net proceeds raised from the Company’s public offerings, the assumption of debt and the issuance of new debt.

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(3)                                  The following table sets forth the pro forma incremental rental revenues and operating expenses of those properties acquired during 2005, for the year ended December 31, 2004, based on the respective historical operations of such properties for the period prior to acquisition.

(a) Cabot acquired certain properties in 2004 and did not have complete historical records for the periods prior to its acquisition.  These amounts have been determined using the historical operating data maintained by Cabot to account for the period prior to Cabot acquiring such properties.

(4)                                  This amount represents the pro forma adjustment for the amortization of above and below market rents pursuant to SFAS No. 141.

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(5)                                  The following table sets forth the initial allocation of land and building and other costs based on the purchase price allocation of those properties acquired during 2004. 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 purchase price allocation in accordance with SFAS No. 141.

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(6)                                  The following table sets forth the debt which has been assumed to have been outstanding as of January 1, 2004, and the incremental interest expense that has been included in the pro forma statement of operations.

(7)                                  The Company has entered into an Advisory Agreement with Dividend Capital Advisors LLC, an affiliate, pursuant to which the Company is required to pay an asset management fee equal to 0.75% per annum of the total undepreciated cost of its properties.  This amount represents the pro forma adjustment for such fee pursuant to the Advisory Agreement.

(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, July 21, 2005, have been outstanding since January 1, 2004.

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DIVIDEND CAPITAL TRUST INC.

Pro Forma Consolidated Statement of Operations

For the Three Months Ended March 31, 2005

(Unaudited)