8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) March 5, 2002


                          Fog Cutter Capital Group Inc.
               (Exact Name of Registrant as Specified in Charter)



         Maryland                    0-23911         52-2081138
 (State or Other Jurisdiction       (Commission     (IRS Employer
   of Incorporation)                File Number)    Identification No.)


                  1410 SW Jefferson Street, Portland, OR 97201
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (503) 721-6500



Item 5. Other Events.

      On March 5, 2002, Jordan D. Schnitzer resigned as a member of the Board of
Directors of Fog Cutter Capital Group Inc. (the "Company") The resignation was
effective immediately.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)      Exhibits.

          The following exhibits are filed as part of this report:

          Exhibit 1.1 Jordan D. Schnitzer Resignation Letter dated March 5,
2002.

          Exhibit 1.2 Press Release dated March 6, 2002 announcing the
resignation of Jordan D. Schnitzer.




                                   SIGNATURES



     Pursuant to the requirements of the Securities Exchange Act of 1934, Fog
Cutter Capital Group Inc. has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date:  March 6, 2002

                                          FOG CUTTER CAPITAL GROUP INC.


                                         By: /s/ Lawrence A. Mendelsohn
                                            ---------------------------
                                            Lawrence A. Mendelsohn
                                            President


                                         By: /s/ R. Scott Stevenson
                                            ---------------------------
                                            R. Scott Stevenson
                                            Senior Vice President and
                                            Chief Financial Officer

EX-1.1

                                                                     Exhibit 1.1




March 5, 2002


Mr. Andrew Wiederhorn
Chairman and Chief Executive Officer
Fog Cutter Capital Group Inc.
1410 S.W. Jefferson Street
Portland, OR 97201


Re:  Letter of Resignation

Dear Andy:

This letter is to inform you that, effective today, March 5, 2002, I hereby
resign as a Director of the Board of Fog Cutter Capital Group Inc.

Very truly yours,

/s/ Jordan D. Schnitzer
- -----------------------
Jordan D. Schnitzer

EX-1.2

                                                                     Exhibit 1.2




FOR IMMEDIATE RELEASE

      FOG CUTTER CAPITAL GROUP INC. ANNOUNCES CHANGE IN BOARD OF DIRECTORS

PORTLAND, Ore.--March 6, 2002- Fog Cutter Capital Group Inc. (Nasdaq: FCCG), an
opportunistic investment group specializing in mortgage and real estate related
assets, has announced the resignation of Jordan D. Schnitzer as a member of the
Board of Directors.  The resignation was effective March 5, 2002.

Mr. Schnitzer had served as a director since March, 1998. Fog Cutter Capital
Group Inc. wishes to thank Mr. Schnitzer for the years of service he has devoted
to the Company. His active board participation and business experience helped
Fog Cutter survive during a period of difficult economic circumstances within
its industry. Mr. Schnitzer was instrumental in developing the Company's
strategic plan, which was unanimously approved and adopted by the Board in 2001.
The Company wishes him well as he pursues his other business interests.

Founded in 1997, Fog Cutter Capital Group Inc. focuses on opportunistic
investing, structuring and managing real estate-related assets, including the
acquisition of companies engaged in real estate investment activities,
mortgage-backed securities, mezzanine real estate loans and other real estate
related assets. The Company invests where its expertise in intensive asset
management, mortgage and real estate credit analysis and financial structuring
can create value. Many of these investments, particularly in corporate
acquisitions, are acquired in conjunction with partners.

The Company seeks to invest directly or indirectly in real estate-related assets
that provide an appropriate risk-adjusted rate of return and the opportunity for
capital gains. The Company maintains a flexible approach with respect to the
nature of its investments, seeking to take advantage of opportunities as they
arise or are developed.


FORWARD LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements so long as those statements are identified as
forward-looking and are accompanied by meaningful cautionary statements
identifying important factors that could cause actual results to differ
materially from those projected in such statements. All of the statements
contained in this release, which are not identified as historical, should be
considered forward-looking. In connection with certain forward-looking
statements contained in this release and those that may be made in the future by
or on behalf of the



company which are identified as forward-looking, the company notes that there
are various factors that could cause actual results to differ materially from
those set forth in any such forward-looking statements. Such factors include but
are not limited to, the real estate market, the availability of real estate
assets at acceptable prices, the availability of financing, interest rates, and
European markets. Accordingly, there can be no assurance that the
forward-looking statements contained in this release will be realized or that
actual results will not be significantly higher or lower. The forward-looking
statements have not been audited by, examined by, or subjected to agreed-upon
procedures by independent accountants, and no third party has independently
verified or reviewed such statements. Readers of this release should consider
these facts in evaluating the information contained herein. The inclusion of the
forward-looking statements contained in this release should not be regarded as a
representation by the company or any other person that the forward-looking
statements contained in this release will be achieved. In light of the
foregoing, readers of this release are cautioned not to place undue reliance on
the forward-looking statements contained herein.