SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a Party other than the Registrant /X/

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

PACIFIC REAL ESTATE INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

MERRILL CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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1010 EL CAMINO REAL, SUITE 210, MENLO PARK, CA 94025 (415) 327-7147
REAL ESTATE INVESTMENT TRUST

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 29, 1996

TO THE SHAREHOLDERS OF
PACIFIC REAL ESTATE INVESTMENT TRUST

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Pacific Real Estate Investment Trust (hereinafter called the "Trust") will be
held on Wednesday, May 29, 1996 at 10:00 a.m. at the Holiday Inn, 625 El Camino
Real, Palo Alto, California, for the purpose of considering and acting upon the
following matters, all of which are more completely described in the attached
proxy statement.

1. Election of Trustees.

2. Approval of appointment of Deloitte & Touche as independent auditors for
the year ending December 31, 1996.

3. Such other business as may be brought before the meeting. The Trustees
at present know of no other formal business to be brought before the
meeting.

Following the official business, there will be a review of the results of
operations for 1995 and our Investment Advisor will review our investments and
discuss the future outlook. Trustees and Advisor will be available for questions
and discussion after the meeting.

The holders of shares of beneficial interest in the Trust as of the close of
business on March 31, 1996 will be entitled to vote at and receive notice of
such meeting or any adjournment or adjournments thereof.

WILCOX PATTERSON, PRESIDENT

April 29, 1996

PLEASE FILL IN, DATE AND SIGN THE ACCOMPANYING PROXY, WHICH IS
SOLICITED BY THE TRUSTEES OF THE TRUST, AND RETURN IT PROMPTLY IN
THE ENCLOSED STAMPED ENVELOPE. YOU MAY NEVERTHELESS VOTE IN PERSON
IF YOU ATTEND THE MEETING.

1010 EL CAMINO REAL, SUITE 210, MENLO PARK, CA 94025 (415) 327-7147
REAL ESTATE INVESTMENT TRUST

PROXY STATEMENT OF APRIL 29, 1996

This Proxy Statement is submitted to the shareholders of Pacific Real Estate
Investment Trust (hereinafter referred to as the "Trust") by the Trustees for
solicitation of the accompanying proxy for use at the Annual Meeting of the
Shareholders of the Trust to be held, for the purposes set forth in this proxy
statement, at 10:00 a.m. at the Holiday Inn, 625 El Camino Real, Palo Alto,
California on May 29, 1996 or any adjournment or adjournments thereof. The proxy
is revocable by the shareholders at any time before it is voted. Unless so
revoked, properly executed proxies will be voted and, where choices are
indicated on the form of proxy, they will be voted as specified.

SOLICITATION

The Trust will pay all expenses in connection with the solicitations of
these proxies. Solicitation of proxies is to be made by use of the mail. In
addition, representatives of the Trust may, under instructions from the Trustees
and acting only for the Trust, solicit such proxies for the Trustees of the
Trust by means of telephone or personal calls. Such representatives will receive
no compensation or reimbursement of expenses in connection therewith.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Only shareholders of the Trust of record at the close of business on March
31, 1996 will be entitled to vote at the Annual Meeting. On that date there were
approximately 3,706,845 shares of beneficial interest outstanding. Each share is
entitled to vote one vote, except that with respect to the election of Trustees,
a shareholder may cumulate his votes and give one candidate a number of votes
equal to the number of Trustees to be elected, multiplied by one vote for each
share of beneficial interest owned by him, or distribute his votes on the same
principle among as many candidates as the shareholder thinks fit. Shareholders
may only cumulate votes for a Trustee nominated prior to the voting and only if
a shareholder gives notice prior to the voting of an intention to cumulate
votes.

There are no known beneficial owners of more than 5% of the shares of
beneficial interest in the Trust. Shares beneficially owned by all Trustees and
officers as a group are as follows:

(1) Title of Class of Securities--Shares of Beneficial Interest

(2) Amount Beneficially Owned--85,790 shares

(3) Percent of Class--2.31%

ELECTION OF TRUSTEES

At the 1996 Annual Meeting, five Trustees are to be elected to serve for the
ensuing year and until their successors are elected and qualified. Proxies
cannot be voted for more than the number of nominees named in this proxy
statement. If the enclosed form of proxy is properly executed and returned, the
shares represented thereby will be voted for the election of nominees presented
below. All of the nominees are currently serving as Trustees for the Trust, and
one was an original Trustee named in the Declaration of Trust dated April 17,
1963. If for any reason any nominee becomes unable to serve or will not serve
for good cause, which is not now anticipated, the proxy holders will vote for
such substitute nominees as they shall determine. Votes of more than 50% of the
shares voting are required for election.

The Trustees have regular meetings approximately once a month and special
meetings as required. Twelve regular meetings and two special meetings plus the
annual meeting were held in the calendar year 1995.

THERE IS AN AUDIT COMMITTEE. It nominates the independent auditors, reviews
and approves the plan for future audits, reviews the audit reports and fees and
any commentary letter after the audit is completed, and ascertains
implementation of the auditors' recommendation. The Audit Committee reviews the
auditors' evaluations of the Trust's system of internal controls and the scope
of the non-audit services provided by the independent accountants. The
evaluations report was reviewed by the Board of Trustees but no separate
meetings were held in 1995.

THERE IS A COMPENSATION COMMITTEE. It reviews the compensation level of
officers and employees of the Trust and recommends any change to the Trustees.
No meetings were held in 1995.

THERE IS NO NOMINATING COMMITTEE.

The following table sets forth as to the current Trustees, each Trustee also
being an Officer and nominee for re-election as Trustee, his principal
occupation, other offices with the Trust, the period which he has served as a
Trustee and Officer of the Trust, and the number of Trust Shares owned, directly
or indirectly, by him on March 31, 1996. No person is known by the Trust to be
the beneficial owner of more than five percent of the Trust's outstanding Trust
Shares. Each person identified in the table has sole voting and investment power
with respect to all Trust Shares shown as beneficially owned by such person,
except as otherwise set forth in the notes to the table. Unless otherwise
indicated, the address of each person listed below is 1010 El Camino Real, Suite
210, Menlo Park, California 94025.

NO. OF SHARES
NO. OF YEARS BENEFICIALLY
NAME AND PRINCIPAL TRUSTEE/OFFICER OWNED AND
OFFICES WITH TRUST AGE OF TRUST PERCENT OF CLASS (1)
- --------------------------------------------------------- --- ------------------- --------------------------

John H. Hoefer........................................... 80 14 68,003 1.835%
Vice President of the Trust,
Private Investor,
Trustee (2)(3)

Harry E. Kellogg......................................... 72 32 7,293 .197 %
Treasurer of Trust,
Investment Consultant,
Private Investor,
Trustee (4)

Wilcox Patterson......................................... 55 16 27,900 .753%
President of Trust,
Private Investor,
Trustee (5)

William S. Royce......................................... 77 16 2,708 .073 %
Secretary of the Trust,
Independent Management Consultant,
Private Investor,
Trustee (2)(3)

Robert C. Gould (6)...................................... 51 11 1,471 .040 %
Vice President of the Trust,
Real Estate Manager,
Trustee
<FN>
- ------------------------------
(1) Based on Trust Shares outstanding as of December 31, 1995 and warrants to
purchase 108,848.5 Trust Shares held by certain shareholders as of December
31, 1995.

(2) Member of Audit Committee.

(3) Member of Compensation Committee.

(4) Voting and investment power are shared equally with spouse.

(5) Includes 21,584 Trust Shares owned by members of Mr. Patterson's family as
to which Mr. Patterson disclaims any beneficial ownership interest.

(6) Robert C. Gould served as an Officer of the Trust for three years from 1985
to 1988 prior to his election as a Trustee and Officer in 1989.

Mr. Hoefer is a Rear Admiral, United States Naval Reserve. He was founder of
Hoefer, Dieterich and Brown, Inc., an advertising agency in San Francisco, and
was its Chairman at the time of its merger with Chiat/Day, Inc. in 1979. He was
also a Chairman of Chiat/Day, Inc. (San Francisco). Mr. Hoefer was elected a
Trustee in 1982.

Mr. Kellogg has served as Trustee of the Seattle Retail Clerks Union Pension
Fund, the GEMCO Retail Clerks Union Pension Trust Fund and is the former Vice
President--Finance and Secretary of Leslie Salt Co., a salt production company
with extensive real estate holdings in the San Francisco Bay Area. At Leslie
Salt Co. from which he retired in 1979, Mr. Kellogg was responsible for the
financial, administrative and tax matters of the company. Mr. Kellogg was
elected Executive Vice President of the Trust on December 5, 1978 and was
President from February 22, 1980 to May 7, 1985.

Mr. Patterson is a director of Grove Farm Company, Inc., a sugar plantation
and real estate development corporation located on Kauai in the Hawaiian
Islands. He is also an independent real estate manager and investor. Mr.
Patterson served as Regional Vice President of Northern California Savings and
Loan between April 1979 and September 1980. Prior to that appointment, he served
as a Vice President and Manager of the Menlo Park branch of Northern California
Savings and Loan Association. In these capacities he has gained considerable
experience in real estate financing. Mr. Patterson was elected a Trustee in 1980
and has served as President since 1985.

Mr. Royce is an independent management consultant specializing in business
planning and regional economic development. He retired in 1984 from SRI
International (Stanford Research Institute). He has been an investor in the
Trust since 1964 and was elected a Trustee in 1980. Mr. Royce also in a director
of Diablo Research Corporation and treasurer of the Silicon Valley Economic
Roundtable.

Mr. Robert C. Gould is President and a Director of Menlo Management Company.
Mr. Gould has previously served as a Vice President and Secretary of the Trust
from 1985 through 1988. Mr. Gould was elected a Trustee and appointed Vice
President on June 27, 1989.

OFFICERS

Mr. Wilcox Patterson is the President of the Trust. He was elected on May 7,
1985.

Mr. John Hoefer is a Vice President of the Trust. He was elected on June 8,
1988.

Mr. Harry E. Kellogg is the Treasurer of the Trust. He has been Treasurer of
the Trust since its inception.

Mr. William S. Royce is the Secretary of the Trust. He was elected on June
15, 1988.

Mr. Robert C. Gould is a Vice President of the Trust. He was elected on June
27, 1989.

Each officer of the Trust is elected annually for the ensuing year or until
a successor is elected and qualified. There are no family relationships amongst
the Officers and Trustees.

BOARD OF TRUSTEES AND COMMITTEES OF THE BOARD

The Board of Trustees held twelve regular and two special meetings during
1995.

The Trust pays each Trustee a fee of $200 per month for continuing services,
$200 for attendance at each Board meeting and $100 for each Committee meeting
attended.

Pacific REIT currently employs no full-time executives. All officers are
currently chosen from among the members of the Board of Trustees. All Trustees
are shareholders in the Trust. The President is compensated for his services at
an annual rate of $11,400. This rate has not been changed over the past five
years; however, the Board has authority to change compensation rates when
appropriate. Trustees received no bonuses, stock options, or other deferred
compensation. No officer currently receives compensation totaling $100,000 per
year. The aggregate direct Remuneration paid to the Trustees in 1995 was
$26,400.

The only "incentive" plans currently offered by the Trust are related to
performance by the Investment Advisor, the terms of which are described
elsewhere in this Proxy Statement, and by Robert C. Gould, Trustee and Vice
President, who received no bonus under the incentive plan for 1995, 1994 or
1993.

The Trust's administrative functions are performed by Menlo Management
Company, an independent real estate management organization. The total
administrative fees have been determined by the Trust to be lower than the
average in the universe of equity real estate investment trusts of asset size
comparable with Pacific REIT. Menlo Management is 83% owned by Robert C. Gould,
Trustee, and his wife. Charles R. Collier, the Trust's Investment Advisor, is a
minority owner of Menlo

Management Company. Menlo Management Company also provides property management,
leasing, development, financing and real estate brokerage services to the Trust.
The fees earned by Menlo Management Company for 1995 totaled $694,000.

INDEPENDENT AUDITORS

Unless otherwise indicated on any proxy, it is intended that the shares
represented by the enclosed proxy will be voted for the appointment of Deloitte
& Touche as independent auditors for the examination of the financial statements
of the Trust of the year ending December 31, 1996. Deloitte & Touche has served
as independent auditors since 1978. The Board of Trustees, on recommendation of
the audit committee, has approved the selection of Deloitte & Touche as auditors
for 1996.

Representatives of Deloitte & Touche are expected to be present at the
Annual Meeting to respond to appropriate questions and to make a statement
should they desire to do so.

The Declaration of Trust does not require that shareholders approve the
appointment of independent auditors but the Trustees considered it appropriate
to obtain such approval. If the shareholders vote against the approval, the
Trustees will appoint other independent auditors for 1996. The votes of more
than 50% of the shares voting are required for approval.

INVESTMENT ADVISOR AGREEMENT

Following shareholder approval the Trust, in 1976, entered into an
Investment Advisor Agreement (the Agreement) with Collier Investment, a sole
proprietorship owned by Charles R. Collier. The Agreement was amended in 1979,
1982, 1983, 1986, 1989, 1990, 1992 and 1994.

The Current Investment Advisor Agreement, as amended, has a one year term
through December 31, 1996, but it may be cancelled by the Trust on 60 days
written notice. Renewal of the Agreement is subject to approval by the Trustees
of the Trust.

Under the Agreement, the Advisor has agreed to use his best efforts to
present the Trust with an investment program consistent with the investment
policies and objectives of the Trust and thereafter, upon careful study and
review, to recommend to the Trustees, from among available investment
opportunities, those of a character consistent with such investment program as
the Trustees may from time to time adopt.

As compensation, the Advisor receives a regular fee and an incentive fee.
Prior to January 1, 1994, the regular fee was payable each calendar quarter at
the rate of 1/10 of 1% of the average book value of invested assets for such
quarter; provided, however, that the regular fee was reduced (down to zero) by
the amount of any real estate and mortgage brokerage commissions received by the
Advisor during that calendar year in connection with acquisitions or
dispositions of Trust properties, or refinancing of existing mortgages
encumbering Trust properties. In April 1992, the Trust and the Advisor agreed
that, during 1992 and 1993, the Advisor would be paid only in real estate
brokerage commissions at negotiated rates in connection with the purchase of the
Trust's properties, in lieu of the regular fee. Commencing January 1, 1994 the
regular fee was to be based on 0.2% of average gross invested assets of the
Trust, without offset. The Advisor may also receive real estate brokerage
commissions at negotiated rates in connection with the purchase, sale or
refinancing of the Trust's properties. Upon request from the Investment Advisor
the Board agreed, at its July 14, 1994 meeting, to reduce the advisory fee to
1/10 of 1% of the average gross invested assets of the Trust, to take effect
retroactively

from January 1, 1994. The Investment Advisor also voluntarily waived real estate
brokerage commissions in connection with both the sale of the Trust's Lakeshore
Plaza Shopping Center, which was sold on March 13, 1995 and the sale of Menlo
Center, which was sold on February 29, 1996.

The Advisor is also entitled to be paid an incentive fee annually equal to
the sum of: (1) 10% of net realized capital gains, excluding any depreciation
taken, less accumulated realized capital losses, if any; plus (2) 7.5% of the
amount, if any, by which net income before depreciation, but excluding capital
gains, exceeded a minimum base yield of 8.6% per annum of average net worth (as
defined) during the preceding calendar year. Net income for this purpose is
after deduction of the regular fee, whether or not such fees are paid. The
incentive fee shall be paid in shares of beneficial interest in the Trust at the
then authorized offering price, net of sales commissions and costs of sales. No
incentive compensation fees were paid to the Advisor in 1995, 1994 or 1993,
however investment advisory fees of $68,000 were paid in 1995.

TOTAL RETURN PERFORMANCE GRAPH

The graph below compares the Trust's total return during the last five years
with the Frank Russell Real Estate Index and the Standard & Poor's 500 Index
from January 1, 1990 through December 31, 1995. The total return assumes
reinvestment of dividends before consideration of income investing.

TOTAL RETURN PERFORMANCE TABLE

% Change In Total Rate of Return
Assuming Reinvestment of Dividends at End of Period

1990 1991 1992 1993 1994 1995
--------- --------- --------- --------- --------- ---------
S&P 500 Index -6.56% 26.30% 4.4% 7.00% -1.54% 37.57%

Russell-NCREIF Property Index 1.47% -6.07% -4.34% 0.57% 6.73% 8.93%
Pacific Real Estate Investment Trust 6.41% -5.50% 4.05%
S&P 500 Index Source: Compustat Pricing Database
via FactSet Data Systems
Russell-NCREIF Source: 1995 Russell-NCREIF
Property Index Update

Indexed Rate Of Returns
(Index Base - 100 on 12/31/90)

1990 1991 1992 1993 1994 1995
--------- --------- --------- --------- --------- ---------

S&P 500 Index 100 126.30 131.85 141.07 138.90 191.08
Russell-NCREIF Property Index 100 93.93 89.86 90.37 96.45 105.06
Pacific Real Estate Investment Trust 100 94.50 98.32

PACIFIC REAL ESTATE INVESTMENT TRUST TOTAL RETURN PERFORMANCE

COMPARISON OF FIVE-YEAR CUMULATIVE RETURNS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

1990 1991 1992 1993 1994 1995

S&P 500 Index 100 118.02 123.29 131.99 129.96 178.78
Russell-NCREIF Index 100 95.31 91.17 91.69 97.86 106.59
Pacific Real Estate Investment
Trust 100 100.56 104.63

Since the last issuance and sale of shares by the Trust occurred on December
15, 1992, the Trust is unable to calculate shareholder returns for 1993, 1994
and 1995 as the market value of its shares is not determinable in those years.
The stock performance depicted in the above graph is not necessarily indicative
of future performance, nor should the 1992 share price be viewed as
representative of the fair market value of the Trust's shares in 1993, 1994 or
1995 or the shareholder returns for those years in that it does not take into
account the Trust's diminished operating results after 1992, a significant
write-down of the Trust's real property values on December 31, 1994, the recent
difficulties experienced by the El Portal Center and other factors which may
have had a material adverse impact on the value of the Trust shares and
shareholder returns. The Trust makes no prediction as to future shareholder
returns or share value.

The performance graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933 or under the Securities Exchange Act of
1934, except to the extent that the Trust specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
acts.

OTHER MATTERS

The Trustees are not aware of any other formal matters to be presented to
the meeting. If any other matter should arise at the meeting, it is intended
that the shares represented by the enclosed proxy will be voted in the best
judgment of the proxy holders.

By order of the Trustees,

WILLIAM S. ROYCE, SECRETARY

IMPORTANT

PLEASE FILL IN, DATE AND SIGN THE ACCOMPANYING PROXY, WHICH IS SOLICITED BY
THE TRUSTEES OF THE TRUST, AND RETURN IT PROMPTLY IN THE ENCLOSED STAMPED
ENVELOPE. YOU MAY NEVERTHELESS VOTE IN PERSON IF YOU ATTEND THE MEETING.

SHAREHOLDERS' PROPOSALS

If any shareholder wishes to submit a proposal to be voted on at the 1997
meeting of shareholders, the shareholder must submit the proposal to the Trust
on or before January 15, 1997 and must be a beneficial owner at that time.

PACIFIC REAL ESTATE INVESTMENT TRUST
PROXY

The undersigned hereby appoints John Hoefer and Harry Kellogg as proxies,
with full power of substitution in each, to vote all the shares of beneficial
interest of the PACIFIC REAL ESTATE INVESTMENT TRUST of the undersigned at the
Annual Meeting of the Shareholders to be held on Wednesday, May 29, 1996 at
10:00 a.m. at the Holiday Inn, 625 El Cammino Real, Palo Alto, CA, and any
adjournment thereof as follows:

1. Election of Trustees.

For all nominees listed below (except as marked to the contrary
below) / /
Withhold authority to vote for all nominees listed below / /

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW).

J. Hoefer H. Kellogg W. Patterson W. Royce R. Gould

2. Approval of appointment of Deloitte & Touche as independent auditors for
the year ending December 31, 1996.

For / / Against / / Abstain / /

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. The Trustees at present
know of no other formal business to be brought before the meeting.

THIS PROXY IS SOLICITED BY THE TRUSTEES AND MAY BE REVOKED
PRIOR TO EXERCISE. THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED
AS DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IN THE ABSENCE
OF DIRECTION, THIS PROXY WILL BE VOTED "FOR" ITEMS 1 AND 2.

DATED: _____________________

____________________________
Signature of Shareholder

INSTRUCTIONS (IMPORTANT) --
Please sign exactly as name
appears hereon. Executors,
Administrators, Trustees,
Guardians, Attorneys should
give full title. If shares
are registered in more than
one name, ALL registered
owners should sign.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.