FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * POHANKA JOHN J   2. Issuer Name and Ticker or Trading Symbol CAPITAL AUTOMOTIVE REIT [CARS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Trustee (Last) (First) (Middle) 8270 GREENSBORO DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 12/16/2005 (Street) MCLEAN, VA 22102 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares of Beneficial Interest 12/16/2005   M   25,000 (1) A $ 38.75 0 D   Common Shares of Beneficial Interest 12/16/2005   M   2,950 (2) A $ 38.75 0 D   Common Shares of Beneficial Interest 12/16/2005   U(3)   480,840 (4) D $ 38.75 0 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options for Common Shares of Beneficial Interest

(1)

12/16/2005

M

25,000

(1)

(1)

Common Shares of Beneficial Interest

25,000

(1)

0

D

Phantom Shares

(2)

12/16/2005

M

2,950

(2)

(2)

Common Shares of Beneficial Interest

2,950

(2)

0

D

Partnership Units

(5)

12/16/2005

U

774,462

(5)

(5)

Common Shares of Beneficial Interest

0

(5)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POHANKA JOHN J 8270 GREENSBORO DRIVE MCLEAN, VA 22102				Trustee

Signatures

/s/ Catherine Potter POA for John J. Pohanka		12/19/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These options have vested and expired because of a change of control transaction as required by the Trustee Formula Option stipulated in the Capital Automotive Group Second Amended and Restated 1998 Equity Incentive Plan. These options had a variety of exercise prices as shown below: 10,000 Exercise Price of $11.594 5,000 Exercise Price of $22.98 5,000 Exercise Price of $33.86 5,000 Exercise Price of $33.40 for an average exercise of price of $22.6856.
(2)	These phantom shares that were earned under the Capital Automotive Deferred Compensation and Stock Plan for Trustees, as amended, have vested because a change of control transaction has occurred. These Phantom Shares had a variety of purchase prices as shown below: 211 --Purchase Price of $34.51 4 -- Purchase Price of $26.05 524-- Purchase Price of $26.29 361-- Purchase Price of $28.46 16-- Purchase Price of $29.75 305-- Purchase Price of $32.04 19-- Purchase Price of $32.29 382--Purchase Price of $33.38 19-- Purchase Price of $33.38 362--Purchase Price of $33.90 27--Purchase Price of $35.81 308--Purchase Price of $39.80 33--Purchase Price $35.24 344--Purchase Price of $38.59 35--Purchase Price of $38.44
(3)	These shares were disposed of pursuant to a change of control transaction, the consummation of the merger between Capital Automotive REIT and entities affiliated with DRA Advisors LLC.
(4)	This total amount of common shares includes the options and phantom shares referenced above, 25,000 and 2,950 respectively, that vested upon the change of control transaction.
(5)	These limited partnership units of Capital Automotive L.P. are being disposed of pursuant to a change of control transaction.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.