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: February 3, 1997
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                           Federal Realty Investment Trust
             ------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

     
     
                                                                                        
                     District of Columbia                             1-7533                             52-0782497
         ---------------------------------------------       -------------------------        ----------------------------------
         (State or other jurisdiction of incorporation       (Commission File Number)         (IRS Employer 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
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Item 5. Other Events

     Exhibits are filed herewith in connection  with Federal  Realty  Investment
Trust's  final  prospectus  supplement  dated  January  30,  1997  to its  final
prospectus  dated November 7, 1995  (Registration  No.  33-63687) filed with the
Securities  and  Exchange  Commission  on January 30,  1997 and  relating to the
Trust's  offering of 3,000,000 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:  February 3, 1997
















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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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