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
                                           
                                           
                                    April 1, 1997
                   Date of report (Date of earliest event reported)
                                           
                                           
                         PACIFIC REAL ESTATE INVESTMENT TRUST
                  (Exact Name of Registrant as Specified in Charter)
                                           


        California                   0-8725                 94-1572930
(State or Other Jurisdiction       (Commission             (IRS Employer
       of Incorporation)           File Number)          Identification No.)


                            1010 El Camino Real, Suite 210
                             Menlo Park, California 94025
                            (Address of Executive Offices)
                                           
                                    (415) 327-7147
                  Registrant's telephone number, including area code
                                           
                                         N/A
            (Former Name or Former Address, If Changed Since Last Report)
                                           


Item 5.  Other Events
    
    Effective as of April 1, 1997, Pacific Real Estate Investment Trust, a
California real estate trust ("PREIT"), and Pan Pacific Development (U.S.) Inc.
("Pan Pacific"), a wholly owned subsidiary of Revenue Properties Company
Limited, a Canadian corporation, mutually agreed to terminate the merger
agreement entered into by the parties as of January 10, 1997, due to the failure
of conditions in the merger agreement.  PREIT announced the termination to its
shareholders in a Shareholder Letter dated April 9, 1997.
    
    PREIT subsequently entered into a Purchase Agreement with Pan Pacific,
dated as of April 1, 1997, pursuant to which Pan Pacific will purchase from
PREIT the Monterey Plaza Shopping Center, located in San Jose, California and
five notes receivable for a combined purchase price of $29,760,000.  Pan Pacific
will assume liability for encumbrances against the Monterey Plaza Shopping
Center in the approximate amount of $18,400,000, resulting in net cash proceeds
to PREIT of $11,360,000, less closing costs, from the transaction.
    
    The purchase of Monterey Plaza is subject to usual conditions, including
the approval by the secured lender of Pan Pacific's proposed assumption of the
mortgage loan on the property.  It is anticipated that the transaction will
close by the end of April.
    
                                 SIGNATURE
    
     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 hereunto duly authorized.

Dated:  April 9, 1997     
                             
                             PACIFIC REAL ESTATE INVESTMENT TRUST
                             
                             
                             By:    /s/ Robert C. Gould
                                 ----------------------------------------
                                  Robert C. Gould, Vice President



                            INDEX TO EXHIBITS
    
Exhibit No.       Description
- -----------       -----------
99.1              Shareholder Letter dated April 9, 1997