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 Date of Report (Date of earliest event reported) May 15, 2006 CENTURY REALTY TRUST ______________________________________________________________________________ (Exact Name of Registrant as Specified in Charter) Indiana 0-7716 35-1284316 ________________________________ _____________ ____________________ (State or Other Jurisdiction of (Commission (IRS Employer or Incorporation) File Number) Identification No.) 823 Chamber of Commerce Building, Indianapolis, Indiana 46204 ______________________________________________________________________________ (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code) (317) 632-5467 ______________________________________________________________________________ Not Applicable ______________________________________________________________________________ (Former Name or Former Address if Changed Since Last Report) Item 2.02. Results of Operations and Financial Condition. This Current Report on Form 8-K is for the purpose of furnishing to the commission, without filing, the press release dated May 15, 2006, that announced net income for the the three months ended March 31, 2006. The text of that press release is set forth in Exhibit 99.45 hereto. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ___________ ___________ 99.45 Press Release dated May 15, 2006 SIGNATURE 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. CENTURY REALTY TRUST May 15, 2006 By: /s/ John I. Bradshaw, Jr. _______________ ____________________________________ Date John I. Bradshaw, Jr. President and Treasurer Chief Executive Officer NEWS RELEASE EXHIBIT 99.45 CENTURY REALTY TRUST 320 N. Meridian St., Suite 823, Indianapolis, IN 46204 Contact:	John I. Bradshaw, Jr. Phone:		(317) 632-5467 FAX:		(317) 685-1588 FOR IMMEDIATE RELEASE CENTURY REALTY TRUST ANNOUNCES EARNINGS Century Realty Trust today reported consolidated net income for its first quarter ended March 31, 2006, of $180,305 or $.10 per share, and funds from operations of $524,798, or $0.29 per share, on gross revenue from continuing operations of $2,725,716. For the same period a year ago, the Trust reported net income of $176,474, or $0.10 per share, and funds from operations of $517,567, or $.29 per share, on gross revenue from continuing operations of $2,652,145. Neither period included gain from the sale of property. Per share amounts are both basic and diluted. In May 2006 the Trust sold a restaurant property located near Orlando, Florida. In 2005 the Trust sold two properties, the Fox Run apartments in December and a restaurant property in July, both located in Indianapolis. Combined operating results of those three properties for the three months ended March 31, 2006 and 2005 were classified as income from discontinued operations. In the aggregate, results of discontinued operations for the three months ended March 31, 2006 and 2005 amounted to income of $17,049 and $67,264, respectively. The improvement in operating results for the quarter ended March 31, 2006, from the comparable period a year ago resulted primarily from apartment operations. Economic occupancy of the Trust's apartments, which account for 94% of its gross operating income, averaged 91.6% during the first quarter of 2006, up from 91.1% during the comparable period of 2005. Physical occupancy averaged about 94.7% during the first quarter of 2006, up from 93.1% during the comparable quarter a year ago. It is accepted practice in the real estate industry to evaluate the performance of Real Estate Investment Trusts (REITs), in part, by a non-GAAP financial measure called "Funds from Operations" (FFO). Funds from operations is defined as net income computed in accordance with GAAP excluding gains and losses from the sale of real estate, extraordinary items, the cumulative effects of accounting changes and property related depreciation and amortization all determined on a consistent basis in accordance with GAAP. Funds from operations does not represent cash flow from operations, and should not be considered an alternative to net income as a measure of operating performance. For purposes of computing the per share amounts, the minority interest in funds from operations provided by consolidated partnership-owned properties is excluded. Our presentation of FFO conforms to the definition provided by the National Association of Real Estate Investment Trusts (NAREIT). Following is a reconciliation of net income to FFO, including discontinued operations: Three Months Ended March 31, ______________________ 2006 2005 ________ ________ Net Income $180,305 $176,474 Plus Depreciation 356,870 355,473 Less Minority interest portion of depreciation (11,567) (12,730) Less Depreciation, other than investment properties (850) (1,650) ________ ________ Funds from operations allocable to the Trust $524,798 $517,567 ________ ________ ________ ________ We believe that FFO is helpful to investors because it is a widely recognized measure of the performance of REITs and, subject to comparable methodology in its computation, provides a relevant basis for comparison among REITs. We consider FFO in evaluating our own operating performance. We believe that FFO should be considered along with, but not as an alternative to, net income and cash flow determined in accordance with generally accepted accounting principles (GAAP), as a measure of our activities. Income for quarters ended March 31, 2006 and 2005 was not reduced by federal income tax because the Trust is treated as a Real Estate Investment Trust, and distributes all of its otherwise taxable income to its shareholders. On March 17, 2006, the Trust and its subsidiaries entered into a definitive asset purchase agreement to sell substantially all of its assets to Buckingham Properties, Inc. The purchase price will be $60 million, consisting of approximately $48.45 million of cash and assumed debt of approximately $11.55 million. The Trust will use a portion of the cash proceeds to retire the remaining mortgage debt, estimated to be approximately $12.1 million. The sale is conditioned upon satisfactory completion of due diligence, certain regulatory approvals and approval by the holders of a majority of the Trust's outstanding shares. Accordingly, there can be no assurance the proposed sale will be completed, or completed on the same terms and conditions as set forth in the asset purchase agreement. Management expects that the sale, if all of the above conditions are met, could be completed in the third calendar quarter of 2006. Subject to shareholder approval of the sale, the Board of Trustees intends to seek approval by holders of a majority of the outstanding shares to, upon completion of the sale, proceed to liquidate the Trust and distribute the proceeds to its shareholders. The average number of outstanding shares of the Trust for the three months ended March 31, 2006 and 2005 was 1,803,328 and 1,797,979, respectively. At March 31, 2006, the Trust had total assets of $38,427,659 and shareholders' equity of $11,138,349. At March 31, 2005, the Trust had total assets of $46,043,584 and shareholders' equity of $9,697,611. Indianapolis, IN., May 15, 2006