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:  December 10, 1996




                         Federal Realty Investment Trust
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




  District of Columbia               1-7533                   52-0782497
- -------------------------------   ----------------------  ----------------------
(State or other jurisdiction      Commission File Number)      (IRS Employer 
   of incorporation                                         Identification No.)


1626 East Jefferson Street, Rockville, Maryland                   20852
- -----------------------------------------------                 ----------
   (Address of principal executive offices)                     (Zip Code)




Registrant's telephone number including area code:  301/998-8100




Exhibit Index appears on page 3







Item 5.  Other Events

         Exhibits  are  filed   herewith  in  connection   with  Federal  Realty
Investment  Trust's final  prospectus  supplement dated December 10, 1996 to its
final prospectus dated November 7, 1995  (Registration  No. 33-63687) filed with
the Securities and Exchange  Commission on December 11, 1996 and relating to the
Trust's  offering of 1,600,000 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
                                    -------------------------------
                                    Cecily A. Ward
                                    Controller (Principal Accounting Officer) 


Date:  December 12, 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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