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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT

                                 AMENDMENT NO. 1


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



          Date of Report (Date of earliest event reported) MAY 12, 1998



                              AMRESCO CAPITAL TRUST
             (Exact name of registrant as specified in its charter)




          TEXAS                    1-14029              75-2744858
 (State or other jurisdiction    (Commission          (IRS Employer
      of incorporation)          File Number)       Identification No.)




                             700 NORTH PEARL STREET
                               SUITE 2400, LB 342
                               DALLAS, TEXAS 75201
                    (Address of principal executive offices)



       (Registrant's telephone number, including area code) (214) 953-7700


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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         On May 12, 1998, AMRESCO Capital Trust (the "Company") acquired from
AMRESCO Funding Corporation ("AFC"), an affiliate of AMREIT Managers, L.P., the
manager of the Company, a $7 million nonrecourse loan secured by a second lien
on a 956,000 (approximate) square foot mixed-use development located in
north-central Columbus, Ohio. The loan was originated by AFC on February 20,
1998 and was purchased by the Company from AFC for a purchase price of
$5,838,667.62, equal to the outstanding principal balance of the loan, plus
accrued interest. In addition, AFC paid to the Company $134,671.70, equal to the
unamortized portion of the loan commitment fee.

         The loan bears interest at 15% per annum. Payments of interest only are
due monthly commencing April 1, 1998, until the loan is paid in full. All
principal, and all remaining accrued and unpaid interest on the loan, are due on
March 31, 2001. Certain of the borrower's excess cash flow is required to be
applied toward payments of principal and interest on the loan. In addition to a
second lien on the mortgaged real property, the loan is also secured by a pledge
of the partnership interests of each partner in the borrower and limited
guaranties of certain recourse carve-outs by the three owners of the general
partner of the borrower.

         The purchase of this loan was contemplated by the Company at the time
of its initial public offering of Common Shares and the terms of the loan are
more fully described in the Company's Registration Statement on Form S-11 (such
loan being referred to therein as "Loan One").

         On May 12, 1998, the Company also acquired from AFC a $14.7 million
nonrecourse loan for the construction of an 11-story multi-tenant office
building containing 301,000 (approximate) net rentable square feet and an
adjoining five level parking structure to be located in a suburb of Dallas,
Texas. The loan was originated by AFC on March 30, 1998 and was purchased by the
Company from AFC on May 12, 1998 for a purchase price of $1,000, equal to the
outstanding principal balance of the loan, plus accrued interest. In addition,
AFC paid to the Company $294,000, equal to the unamortized portion of the loan
commitment fee.

         The loan bears interest at an accrual rate of 12% per annum. Payments
of interest only are due and payable monthly at a pay rate of 10% per annum. All
excess cash flow will be applied to payment of accrued and unpaid interest until
the lender has received a 12% return. Any remaining operating cash flow will be
applied to the principal balance of the loan and any excess may be retained by
the borrower. In addition, the loan provides that the Company will receive 100%
of any appreciation in the value of the mortgaged real property until the
Company has achieved a 15% per annum return. After the borrower has received a
15% return on its equity, then the Company is entitled to a 30% interest in the
appreciation in value of the project until it achieves a 20% per annum return on
its investment and, finally, the Company will then be entitled to a 20% interest
in any appreciation in the value of the project, with a maximum return of 25%
per annum. The to-be-built project securing the loan is not subject to any
option or contract to sell. All principal and accrued 

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and unpaid interest, including any shared appreciation contingent interest,
will be due and payable on March 31, 2001. The borrower has two extension
options of one year each, subject to the satisfaction of certain conditions,
including reaching certain leasing parameters and the payment of a 1% extension
fee. The developer has provided a completion guaranty and a limited guaranty of
certain recourse carve-outs.

         The purchase of this loan was contemplated by the Company at the time
of its initial public offering of its Common Shares and the terms of such loan
are more fully described in the Company's Registration Statement on Form S-11
(such loan being referred to therein as "Loan Four").

                                   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.

                                     AMRESCO CAPITAL TRUST

Date: August 3, 1998                 By:    /s/ MICHAEL L. MCCOY
                                     ----------------------
                                     Name:  Michael L. McCoy
                                     Title: Senior Vice President, 
                                            General Counsel and Secretary






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