UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

~~June 28~~August 10, 2007

BOSTON CAPITAL REAL ESTATE
INVESTMENT TRUST, INC.

(Exact Name of Registrant as Specified in Charter)

Maryland		0001260793		56-2356626
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

c/o Boston Capital ~~Corporation~~ ~~One Boston Place, Suite 2100 Boston, MA 02108-4406~~Corporation

One Boston Place, Suite 2100

Boston, MA 02108-4406

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (617) 624-8900

Not Applicable

(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:

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 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Results~~On August 10, 2007, Boston Capital Real Estate Investment Trust, Inc. (the “Company”) entered into a Letter Agreement (the “Amendment and Waiver”) with Wachovia Bank, National Association (“Wachovia”) which modifies certain terms and conditions set forth in the Credit Agreement (the “Credit Agreement”), dated as of ~~2007~~December ~~Annual~~6, ~~Meeting~~2006, among the Company, as Borrower, Wachovia, as Administrative Agent and L/C issuer, Wachovia Capital Markets, LLC, as Sole Lead Arranger and Sole Book Manager, and each lender from time to time party thereto. A copy of ~~Shareholders~~the Credit Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on December 12, 2006.

OnPursuant ~~June~~to ~~28,~~the ~~2007,~~Amendment ~~Boston~~and ~~Capital~~Waiver, ~~Real~~Wachovia ~~Estate~~agreed ~~Investment~~to ~~Trust,~~permit ~~Inc.~~the (Company, at the “Company”)’s ~~issued~~request aand ~~press~~subject ~~release~~to (the ~~“Press~~payment ~~Release”)~~of ~~announcing~~applicable ~~the~~fees ~~results~~and ofthe ~~its~~satisfaction ~~Annual~~of ~~Meeting~~certain ofconditions, ~~Shareholders~~to ~~held~~extend onthe ~~June~~January 261, ~~2007. The~~2008 maturity ~~Company’s~~date ~~shareholders~~of ~~elected~~ the ~~following~~ ~~five~~credit ~~directors~~facility to(the ~~serve~~“Facility”) ~~until~~to ~~the~~July 1, 2008, ~~Annual~~without being ~~Meeting~~required ofto ~~Shareholders and~~extend ~~until~~the ~~their~~July ~~successors~~1, ~~are~~2007 ~~duly~~termination ~~elected~~date ~~and~~of ~~qualified:~~its ~~John~~plan ~~P. Manning,~~of ~~Jeffrey~~distribution H.with ~~Goldstein,~~regard ~~Philip~~to S.its ~~Cottone,~~best-efforts ~~Nicholas~~offering L.of ~~Iacuzio~~securities ~~and~~(the ~~Kevin C~~“Offering”). ~~Phelan. Shareholders~~As ~~also~~previously ~~ratified~~disclosed, the ~~appointment~~ ofCompany ~~Ernst~~suspended &sales ~~Young~~under ~~LLP~~the toOffering ~~serve~~ as ~~the Company’s independent~~of ~~registered~~April ~~public~~30, ~~accounting firm for~~ 2007.

~~Authorization~~In addition, Wachovia agreed in the Amendment and Waiver to waive certain provisions of ~~Distribution~~the Credit Agreement to permit the Company, subject to certain conditions, to make additional borrowings under the Facility without being required to first repay in full its initial borrowings thereunder. Finally, Wachovia agreed in the Amendment and Waiver to waive and discharge its rights under the Credit Agreement to receive prior written notice of the Company’s inability to extend the termination date of the Offering.

OnThe ~~June~~foregoing ~~28,~~description ~~2007,~~is ~~the~~qualified ~~Company~~in ~~issued a Press Release announcing that the Company’s board of directors (the “Board”) authorized a distribution to~~ its ~~investors~~ ~~for~~entirety ~~the~~by ~~month~~reference ~~of July 2007 (the “Distribution”). The Distribution is equivalent~~ to ~~an annual~~ ~~rate of six percent (6%) (assuming~~ the ~~share~~Amendment ~~was purchased for $10)~~ and ~~is expected~~Waiver, ~~to constitute~~ a ~~return~~copy of ~~capital~~which ~~for~~is ~~tax~~attached ~~purposes. The~~hereto ~~Board~~as ~~authorized~~Exhibit ~~the Distribution in the amount of $0~~10.~~00164384 per share, per day~~ 1 and ~~pro-rated for the period of ownership. The Distribution~~ is ~~authorized~~ asincorporated ofinto ~~daily~~this ~~record~~Current ~~dates~~Report ~~throughout the month of July and will be aggregated and paid in cash~~ on ~~August~~Form ~~21,~~8-K ~~2007~~by reference.

~~Hiring~~ Item 2.03. Creation of ~~Wachovia~~a ~~Capital~~Direct ~~Markets,~~Financial ~~LLC~~Obligation toor ~~Assist~~an inObligation ~~Exploring~~under ~~Strategic~~an ~~Alternatives for~~Off-Balance ~~the~~Sheet ~~Company~~Arrangement of a Registrant.

AsThe ~~previously~~disclosure ~~announced, the~~contained ~~Board authorized the Company's advisor, Boston Capital REIT Advisors, LLC (the "Advisor"), to hire an investment banking firm to assist the Board~~ in ~~exploring~~Item a1.01 ~~broad range~~ of ~~strategic~~this ~~alternatives~~Current toReport ~~maximize~~on Form ~~shareholder~~8-K ~~value. Wachovia Capital Markets, LLC~~ is ~~the~~incorporated ~~investment banking firm that was hired~~ by ~~the~~reference ~~Advisor~~in toits ~~assist~~entirety ~~the~~into ~~Board~~this asItem ~~it continues to explore such strategic alternatives~~2. ~~Goodwin Procter LLP continues to assist the Company as legal advisor in connection with exploring such alternatives~~03.

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this Current Report on Form 8-K by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Press Release dated June 28, 2007.
10.1		Letter Agreement, dated as of August 10, 2007, between Boston Capital Real Estate Investment Trust, Inc., as Borrower, and Wachovia Bank, National Association, as Administrative Agent, Lender and L/C Issuer

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.

Dated: June 28, 2007	BOSTON CAPITAL REAL ESTATE INVESTMENT TRUST, INC.
Dated: August 16, 2007		BOSTON CAPITAL REAL
	By:	/s/ Marc N. Teal
		ESTATE INVESTMENT TRUST, INC.
	Name:	Marc N. Teal
		By:	/s/ Marc N. Teal
	Title:	Chief Financial Officer
		Name:		Marc N. Teal
		Title:		Chief Financial Officer

~~Exhibits~~Exhibit Index

Exhibit No.		Description of Exhibit
99.1		Press Release dated June 28, 2007.
10.1		Letter Agreement, dated as of August 10, 2007, between Boston Capital Real Estate Investment Trust, Inc., as Borrower, and Wachovia Bank, National Association, as Administrative Agent, Lender and L/C Issuer

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