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: May 21, 1996
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Federal Realty Investment Trust
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(Exact name of registrant as specified in its charter)
District of Columbia 1-7533 52-0782497
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(State or other jurisdiction of incorporation (Commission File Number) (IRS Employer Identification No.)
4800 Hampden Lane, Suite 500, Bethesda, Maryland 20814
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: 301/652-3360
Exhibit Index appears on page 3
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Item 5. Other Events
Exhibits are filed herewith in connection with Federal Realty
Investment Trust's final prospectus supplement dated May 21, 1996 to its
final prospectus dated November 7, 1995 (Registration No. 33-63687; 33-
51029) filed with the Securities and Exchange Commission on May 22, 1996
and relating to the Trust's offering of 1,818,182 common shares of
beneficial interest, no par or stated value ("Shares"). Attached as
Exhibit 5 hereto is an opinion from Kirkpatrick & Lockhart LLP regarding
the legality of the Shares. The consent of Kirkpatrick & Lockhart LLP to
the inclusion of such opinion in this Form 8-K is included in the opinion.
Item 7. Financial Statements and Exhibits
Exhibit 5 Opinion Regarding Legality
Exhibit 23 Consent of Counsel (included in Exhibit 5)
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 hereto duly authorized.
FEDERAL REALTY INVESTMENT TRUST
/s/ Cecily A. Ward
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Cecily A. Ward
Controller (Principal Accounting Officer)
Date: May 23, 1996
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EXHIBIT INDEX
ITEM NO. PAGE NO.
5 Opinion regarding Legality
23 Consent of Counsel (included in the opinion)
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