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:   October 3, 1997



                         Federal Realty Investment Trust
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             (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 
of incorporation                                            identification No.)


      1626 East Jefferson Street, Rockville, Maryland                  20852
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         (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  Prospectus  Supplement,  dated  October  1,  1997,  to  its
Prospectus,  dated November 7, 1995 (Registration No. 33-63687),  filed with the
Securities and Exchange  Commission on October 2, 1997 and relating to the issue
and  sale  by the  Trust  of $100  million  of its  7.95%  Series  A  Cumulative
Redeemable  Preferred  Shares  ("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.  The Statement of Designations for the
Shares is included as Exhibit 4.

Item 7.     Financial Statements and Exhibits

Exhibit 4.  Statement of Designations for Shares

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/ M.J. Morrow
                                      -----------------------------------------
                                      Mary Jane Morrow
                                      Senior Vice President, Finance & Treasurer


Date:    October 3, 1997






                                  EXHIBIT INDEX

EXHIBIT NO.

     4         Statement of Designations
     5         Opinion Regarding Legality
    23         Consent of Counsel (included in the opinion)