UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

Atlantic Realty Trust
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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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.

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ATLANTIC REALTY TRUST
747 Third Avenue, 10th Floor
New York, NY 10017

April 14, 2004

Dear Shareholders:

You are cordially invited to attend the 2004 Annual Meeting of Shareholders
of Atlantic Realty Trust, to be held at 10:00 a.m., local time, on Wednesday,
May 19, 2004, at the offices of Proskauer Rose LLP, 1585 Broadway, New York,
New York 10036, 26th Floor, Conference Room 26-00. The attached Notice of
Annual Meeting and Proxy Statement describe the matters to be acted upon at
the meeting. I urge you to review them carefully.

It is important that your shares be represented and voted at the meeting.
Whether or not you personally plan to attend the meeting, please take a few
moments to sign, date and return the proxy in the enclosed postage-paid
envelope. This will not limit your right to vote in person should you wish to
attend the meeting. Regardless of the number of shares you own, your presence
by proxy is important to establish a quorum, and your vote is important for
proper corporate governance.

Thank you for your interest in Atlantic Realty Trust.

Sincerely,

/s/ Joel M. Pashcow

Joel M. Pashcow
Chairman of the Board, Chief Executive
Officer and President

ATLANTIC REALTY TRUST
747 Third Avenue, 10th Floor
New York, NY 10017

--------------------

NOTICE OF 2004 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2004
--------------------

To the Shareholders of Atlantic Realty Trust:

Notice is hereby given that the 2004 Annual Meeting of Shareholders of
Atlantic Realty Trust (the "Trust") will be held at 10:00 a.m. on Wednesday,
May 19, 2004, at the office of Proskauer Rose LLP, 1585 Broadway, New York,
New York, 10036, 26th Floor, Conference Room 26-00 to consider and act upon
the following matters:

(1) To elect six trustees to serve on the Board of Trustees of the Trust
until the next Annual Meeting of Shareholders and until their successors
are duly elected and qualified;

(2) To ratify the selection by the Board of Trustees of the Trust of
Deloitte & Touche LLP as the independent auditors of the Trust for the
fiscal year ending December 31, 2004; and

(3) The transaction of such other business as may properly come before
the meeting or any adjournment thereof.

Your Board of Trustees recommends a Vote "FOR" each of the listed nominees,
as well as the ratification of Deloitte & Touche LLP as the Trust's
independent auditors. The accompanying Proxy Statement contains additional
information and should be carefully reviewed by shareholders.

The Board of Trustees has fixed the close of business on April 8, 2004 as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and any adjournment thereof. A list of shareholders
entitled to vote at the meeting will be available for examination by any
shareholder, for any purpose germane to such meeting, during ordinary business
hours during the ten days prior to the meeting date, at the offices of the
Trust, 747 Third Avenue, New York, New York, 10017.

By Order of the Board of Trustees

/s/ Joel M. Pashcow

Joel M. Pashcow
Chairman of the Board, Chief Executive Officer
and President

New York, New York
April 14, 2004

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT
YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE. SHAREHOLDERS CAN HELP THE TRUST AVOID UNNECESSARY EXPENSE AND
DELAY BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE BUSINESS OF THE
MEETING TO BE ACTED UPON BY THE SHAREHOLDERS CANNOT BE TRANSACTED UNLESS AT
LEAST A MAJORITY OF THE OUTSTANDING SHARES OF BENEFICIAL INTEREST IS
REPRESENTED AT THE MEETING.

ATLANTIC REALTY TRUST
747 Third Avenue, 10th Floor
New York, NY 10017

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PROXY STATEMENT
------------

2004 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2004

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INTRODUCTION

April 14, 2004

General

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Atlantic Realty Trust (the "Trust") for
use at the 2004 Annual Meeting of Shareholders of the Trust and at any
adjournment or adjournments of that meeting (the "Meeting") to be held at the
offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, 26th
Floor, Conference Room 26-00 on Wednesday, May 19, 2004 at 10:00 a.m. At the
meeting, shareholders will be asked to consider and vote upon a proposal (1)
to elect all six trustees to the Board of Trustees of the Trust, (2) to ratify
the selection of Deloitte & Touche LLP as the independent auditors of the
Trust for the fiscal year ending December 31, 2004, and (3) to act upon any
other matters properly brought before them.

This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
Card are first being sent to shareholders on or about April 14, 2004. The
Board of Trustees has fixed the close of business on April 8, 2004 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting (the "Record Date"). Only shareholders of record of the
Trust's shares of beneficial interest, $0.01 par value per share (the
"Shares"), at the close of business on the Record Date will be entitled to
notice of and to vote at the Meeting. As of the Record Date, there were
3,561,553 Shares outstanding and entitled to vote at the Meeting. Holders of
Shares outstanding as of the close of business on the Record Date will be
entitled to one vote for each share held by them.

The presence, in person or by proxy, of holders of at least a majority of
the total number of outstanding Shares entitled to vote is necessary to
constitute a quorum for the transaction of business at the Meeting. The
affirmative vote of a plurality of all of the votes cast at the Meeting
(provided that a quorum is present) is required for the election of trustees.
For purposes of the election of Trustees, abstentions will not be counted as
votes cast and will have no effect on the result of the vote. The affirmative
vote of a majority of all the votes cast at the Meeting (provided that a
quorum is present) is necessary to approve the proposal to ratify the
selection of the Trust's auditors and to approve any other matters properly
presented at the Meeting. For purposes of the vote on the ratification of the
selection of the Trust's auditors, abstentions will not be counted as votes
cast and will have no effect on the result of the vote. Under Maryland law,
abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum at the Meeting.

Shareholders of the Trust are requested to complete, sign, date and promptly
return the accompanying Proxy Card in the enclosed postage-prepaid envelope.
Shares represented by a properly executed proxy received prior to the vote at
the Meeting and not revoked will be voted at the Meeting as directed on the
proxy. If a properly executed proxy is submitted and no instructions are
given, the proxy will be voted FOR the election of the nominees for the Board
of Trustees named in this Proxy Statement, and FOR ratification of the Board
of Trustees' selection of Deloitte & Touche LLP as the Trust's independent
auditors for the

fiscal year ending December 31, 2004. It is not anticipated that any matters
other than those set forth in the Proxy Statement will be presented at the
Meeting. If other matters are presented, proxies will be voted in accordance
with the discretion of the proxy holders.

A shareholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the Company at
the address of the Company set forth above, by filing a duly executed proxy
bearing a later date, or by appearing in person and voting by ballot at the
Meeting. Any shareholder of record as of the Record Date attending the Meeting
may vote in person whether or not a proxy has been previously given, but the
presence (without further action) of a shareholder at the Meeting will not
constitute revocation of a previously given proxy. Any instrument of
revocation should be sent to Atlantic Realty Trust, 747 Third Avenue, New
York, New York, 10017, Attention: Edwin R. Frankel.

The Trust's 2003 Annual Report (the "Annual Report") is being mailed to the
shareholders concurrently with this Proxy Statement. The Annual Report,
however, is not part of the proxy solicitation material. Additional copies of
the Annual Report or the Trust's Annual Report on Form 10-K for the year ended
December 31, 2003, may be obtained, without charge, by writing to the Trust,
Attention: Edwin R. Frankel.

PROPOSAL 1: ELECTION OF TRUSTEES

The Board of Trustees of the Trust consists of six trustees. At the Meeting,
each of the six trustees will be elected to serve on the Board of Trustees
until the Trust's annual meeting in 2004 or until his successor is duly
elected and qualified or until his earlier death, resignation or removal. The
Board of Trustees has nominated each of the persons listed under the caption
"Information Regarding Trustee Nominees" below to serve as trustees of the
Trust. Each of these nominees is currently serving as trustee of the Trust.

If for any reason any of the nominees becomes unavailable for election, the
proxies solicited will be voted for such substitute nominees as are selected
by the Board of Trustees. The Trust has no reason to believe that any of the
nominees is not available or will not serve as a trustee if elected.

Election of Trustees

Given the relatively small size of the Trust's Board of Trustees and the
existence of other committees of the Board of Trustees requiring substantial
attention and effort, the Board of Trustees has determined not to establish a
separate nominating committee. The Board of Trustees has also determined that
a nominating committee is not necessary in light of the nominating standard of
the Board of Trustees set forth below, which require, among other matters,
that nominations are to be selected by a majority of the independent members
of the Board of Trustees. While the entire Board of Trustees may participate
in the consideration of director nominees, the selection of director nominees
shall be determined solely by the directors who are "independent" as defined
by NASD listing standards, by a majority vote thereof.

Nominations for the election of trustees may be considered by the Trust's
Board of Trustees. While the entire Board of Trustees may participate in the
consideration of director nominees, the selection of director nominees shall
be determined solely by the directors who are "independent" as defined by NASD
listing standards, by a majority vote thereof. The Board of Trustees did not
reject any candidates recommended within the preceding year by a beneficial
owner of, or from a group of security holders that beneficially owned, in the
aggregate, more than five per cent (5%) of the Company's voting shares.

Although it has no formal policy regarding shareholder nominees, the Board
of Trustees believes that shareholder nominees should be viewed in
substantially the same manner as other nominees. Shareholders may make a
recommendation for a nominee by complying with the notice procedures set forth
in our
by-laws. The Board of Trustees will give nominees recommended by shareholders
in compliance with these procedures the same consideration that it gives to
any board recommendations. To date, we have not received any recommendations
from shareholders requesting that the Board of Trustees (or any predecessor)
consider a candidate for inclusion among the committee's slate of nominees in
the Trust's proxy statement, and the trustee nominees have been nominated by
the Board of Trustees.

To be considered by the Board of Trustees, a trustee nominee must have broad
experience at the strategy/policy-making level in a business, government,
education, technology or public interest environment, high-level managerial
experience in a relatively complex organization or experience dealing with
complex problems. In addition, the nominee must be able to exercise sound
business judgment and provide insights and practical wisdom based on
experience and expertise, possess proven ethical character, be independent of
any particular constituency, and be able to represent all shareholders of the
Trust.

The Board of Trustees will also evaluate whether the nominee's skills are
complementary to the existing board member's skills, and the Board's needs for
operational, managerial, financial, technological or other expertise; and
whether the individual has sufficient time to devote to the interests of the
Trust. The prospective board member cannot be a board member or officer at a
competing company nor have relationships with same. He/she must be clear of
any investigation or violations that would be perceived as affecting the
duties and performance of a director.

The Board of Trustees identifies nominees by first evaluating the current
members of the Trust's Board of Trustees willing to continue in service.
Current members of the Board of Trustees with skills and experience that are
relevant to the business and who are willing to continue in service are
considered for nomination, balancing the value of continuity of service by
existing members of the Board with that of obtaining a new perspective. If any
member of the Board does not wish to continue in service, or if the Board of
Trustees decides not to nominate a member for election, the Board of Trustees
identifies the desired skills and experience of a new nominee, and discusses
with the board suggestions as to individuals that meet the criteria.

Information Regarding Trustee Nominees

Set forth in the following table is certain information with respect to each
nominee nominated to serve as a trustee:

Year First
Became a
Name of Trustee/Nominee Trustee
for Election Age Principal Occupation
- ------------ ------- ------------------------------------------------------------------- -------------

Joel M. Pashcow.................. 61 Chairman, Chief Executive Officer and President of the Trust since 1996
its inception on February 29, 1996. He has been a member of the Bar
of the State of New York since 1968. Chairman of RPS Realty Trust
("RPS" and now Ramco-Gershenson Properties Trust), the predecessor
of the Trust, from inception (December 1988) through May 1996. Mr.
Pashcow is a graduate of Cornell University and Harvard Law School.
Mr. Pashcow is also a trustee of Ramco-Gershenson Properties Trust
(formerly named RPS Realty Trust) and Chairman of its Executive
Committee.

Edwin J. Glickman................ 71 Consultant in real estate financings since June 2003. Mr. Glickman 1996
had served as Executive Vice President of Capital Lease Funding
Corp., a company engaged in commercial real estate lending, from
January 1995 until May 2003. Prior to that, Mr. Glickman was
President of the Glickman Organization, Inc. ("Glickman") from
January 1992 to December 1994. Glickman conducted real estate
investment consulting services and real estate financial services,
including mortgage brokerage, arranging joint ventures and equity
financing. Prior to that, Mr. Glickman was Chairman of the
Executive Committee of Schoenfeld Glickman Maloy Inc. from May
1989, which is a

Year First
Became a
Name of Trustee/Nominee Trustee
for Election Age Principal Occupation
- ------------ ------- ------------------------------------------------------------------- -------------

company that conducted real estate financial services, including
mortgage brokerage, arranging joint ventures and equity financing.
Also served successively as Executive Vice President, President and
Vice Chairman of Sybedon Corporation from 1977 to 1993, which is a
company that conducted real estate financial services, including
mortgage brokerage, arranging joint ventures and equity financing. In
all positions, Mr. Glickman has been engaged in real estate financial
services, including mortgage brokerage, arranging joint ventures and
equity financing.

Stephen R. Blank................. 58 Senior Fellow, Finance of the Urban Land Institute ("ULI"). Mr. Blank 1996
is also a director of West Coast Hospitality Corporation, a New York
Stock Exchange-listed corporation and BNP Residential Trust, Inc., an
American Stock Exchange-listed REIT. Prior to joining the ULI in
December of 1998, Mr. Blank was a Managing Director, Real Estate
Investment Banking of CIBC Oppenheimer Corp. ("Oppenheimer") since
November 1, 1993. Prior to joining Oppenheimer, Mr. Blank was a
Managing Director, Real Estate Corporate Finance, of Cushman &
Wakefield, Inc. for four years. Prior to that, Mr. Blank was
associated for ten years with Kidder, Peabody & Co. Incorporated as a
Managing Director of the firm's Real Estate Group. Mr. Blank
graduated from Syracuse University in 1967 and was awarded a Masters
Degree in Business Administration (Finance Concentration) by Adelphi
University in 1971. He is a member of the ULI and the American
Society of Real Estate Counselors. Since September 1998, Mr. Blank
has been an adjunct professor in the Real Estate Executive MBA
Program at Columbia University Graduate School of Business. He has
lectured before the Practicing Law Institute, the Urban Land
Institute and the International Council of Shopping Centers. Mr.
Blank is also a trustee of Ramco-Gershenson Properties Trust
(formerly named RPS Realty Trust).

Edward Blumenfeld................ 63 A principal of Blumenfeld Development Group, Ltd., a real estate 1996
development firm principally engaged in the development of commercial
properties, since 1978.

Arthur H. Goldberg............... 61 Managing Director of Corporation Solutions Group since January 2000. 1996
President of Manhattan Associates, LLC, a merchant and investment
banking firm from February 1994 to December 1999. Prior to that, Mr.
Goldberg was Chairman of Reich & Company, Inc., (formerly Vantage
Services, Inc.), a securities brokerage and investment brokerage
firm, from January 1990 to December 1993. Mr. Goldberg was employed
by Integrated Resources, Inc. from

Year First
Became a
Name of Trustee/Nominee Trustee
for Election Age Principal Occupation
- ------------ ------- ------------------------------------------------------------------- -------------

its inception in December 1968, as President and Chief Operating
Officer from May 1973 and as Chief Executive Officer from February
1989 until January 1990. On February 13, 1990, Integrated Resources,
Inc. filed a voluntary petition for reorganization under Chapter 11
of the United States Bankruptcy Code. Mr. Goldberg has been a member
of the Bar of the State of New York since 1967. He is a graduate of
New York University School of Commerce and its School of Law. Mr.
Goldberg is also a trustee of Ramco-Gershenson Properties Trust
(formerly named RPS Realty Trust).

William A. Rosoff................ 60 Vice Chairman of the Board of Directors of Advanta Corporation, a 1996
financial services company, since January 1996 and President of Advanta
Corporation since October 1999. Prior thereto, Mr. Rosoff was
associated with the law firm of Wolf, Block, Schorr and Solis-Cohen
since 1969, a partner since 1975. Mr. Rosoff is a past chairman of that
firm's Executive Committee and is a past chairman of its tax
department. Mr. Rosoff served on the Legal Activities Policy Board of
Tax Analyst, the Advisory Board for Warren, Gorham and Lamont's Journal
of Partnership Taxation, and has served on the Tax Advisory Boards of
Commerce Clearing House, and Little, Brown and Company. Mr. Rosoff also
serves on the Advisory Group for the American Law Institute. He is a
fellow of the American College of Tax Counsel. Mr. Rosoff is a member
of the Board of Regents of the Philadelphia chapter of the American
Society for Technion. Mr. Rosoff earned a B.S. degree with honors from
Temple University in 1964, and earned an L.L.B. magna cum laude from
the University of Pennsylvania Law School in 1967.

Recommendation of the Board of Trustees

The Board of Trustees of the Trust recommends a vote FOR each of Joel M.
Pashcow, Edwin J. Glickman, Stephen R. Blank, Edward Blumenfeld, Arthur H.
Goldberg and William A. Rosoff as trustees of the Trust to hold office until
his successor is duly elected and qualified or until his earlier death,
resignation or removal.

Executive Officers

The following discussion sets forth the names, ages and business histories
of the executive officers of the Trust. Information concerning the business
experience of Mr. Pashcow is provided under the section caption "Information
Regarding Trustee Nominees."

Edwin R. Frankel (age 58) became Executive Vice President, Chief Financial
Officer and Secretary of the Trust in May 1996. From 1988 to May 1996,
Mr. Frankel was employed in a variety of positions with Ramco-Gershenson
Properties Trust (formerly named RPS Realty Trust), most recently as its
Senior Vice President and Chief Financial Officer.

BOARD INDEPENDENCE

No director will be deemed to be independent unless the Board of Trustees
affirmatively determines that the director has no material relationship with
our company, directly or as an officer, shareholder or partner of an
organization that has such a relationship. The Board of Directors observes all
criteria for independence established by the National Association of
Securities Dealers, Inc. ("NASD"). In its annual review of director
independence, the Board of Directors has determined that a majority of the
Trustees of the Trust may be classified as "independent" within the meaning of
Rule 4200 of the NASD Marketplace Rules. The independent trustees are Messrs.
Blank, Glickman, Blumenfeld, Goldberg and Rosoff.

SHAREHOLDER COMMUNICATIONS

The Trust's Board of Trustees has determined that, in order to facilitate
communications with the Board of Trustees or individual members of the Board
of Trustees, shareholders should direct all communication in writing to the
Secretary at our principal executive offices. The Secretary shall be
responsible for providing copies of all such communications to the Board of
Trustees or individual directors, as appropriate and as directed in the
communication. The Board of Trustees has requested that shareholders refrain
from mailing certain items unrelated to the Board of Directors' duties and
responsibilities, including junk mail, product complaints, inquiries and
suggestions, resumes and job inquiries, surveys, and business solicitations or
advertisements.

THE BOARD OF TRUSTEES AND ITS COMMITTEES

Trustee Meetings. The business of the Trust is conducted under the general
management of the Board of Trustees as required by the Trust's Bylaws and the
laws of Maryland, the Trust's state of formation. There are presently six
trustees. During the year ended December 31, 2003, the Board of Trustees held
3 formal meetings, on January 22, 2003, March 13, 2003 and December 16, 2003.
At the January 22, 2003 and March 13, 2003 meetings Mr. Blank was absent. At
the December 16, 2003 meeting Mr. Goldberg was absent.

The Trust's Board of Trustees presently has an Audit Committee, a
Disposition Committee and two Special Commitees, one devoted to evaluating any
proposals or offers to enter into a business combination with the Trust or to
acquire all or substantially all of the Trust's assets and the other to act on
behalf of the Trust in resolving any claims arising under the Trust's tax
indemnification agreement with Ramco-Gershenson Properties Trust. The Trust's
Board of Trustees has no standing Nominating Committee or Compensation
Committee, with the entire Board of Trustees acting in such capacities. The
Trust may, from time to time, form other committees as circumstances warrant.
Such circumstances will have the authority and responsibility as delegated by
the Board of Trustees.

Audit Committee. The Audit Committee was established on October 22, 1997,
and currently consists of Messrs. Glickman, Goldberg and Blumenfeld. All of
the members of the Audit Committee are independent directors. The Audit
Committee makes recommendations concerning the engagement of independent
public accountants, reviews with the independent public accountants the plans
and results of the audit engagement, approves professional services provided
by the independent public accountants, reviews the independence of the
independent public accountants, considers the range of audit and non-audit
fees and reviews the adequacy of the Company's internal accounting controls.
The Board of Trustees has determined that Mr. Glickman qualifies as an "audit
committee financial expert" for purposes of Item 401(h) of SEC Regulation S-K,
by virtue of his service as a real estate professional in his capacity as a
real estate finance consultant and in various roles at Capital Lease Funding,
the Glickman Organization, Inc. and the other roles held by Mr. Glickman as
described in his biography included under the caption "Information Regarding
Trustee Nominees". In all such positions, Mr. Glickman has been engaged in
real estate financial services, including mortgage brokerage, arranging joint
ventures and equity financing. The Audit Committee held one formal meeting
during 2003, at which Mr. Goldberg was absent. A more complete description of
the Audit Committee and its functions may be found in the Audit Committee
Charter attached hereto as Exhibit A.

Disposition Committee. The Disposition Committee consists of Messrs.
Blumenfeld, Glickman and Blank. The Disposition Committee makes
recommendations and helps to structure, with the cooperation of the Trust's
Management, the orderly disposition of the Trust's assets. During 2003, the
Disposition Committee conducted ongoing discussions regarding the orderly
disposition of the Trusts' remaining real estate asset, however, no formal
meetings of the Disposition Committee were held.

Special Committees. One of the two special committees is responsible for
considering any bona fide offer or proposal to enter into a business
combination with the Trust or to acquire all or substantially all of the
Trust's assets. Such special committee was established January 13, 2004 and
consists of three Trustees Messrs. Glickman, Blank and Pashcow.

The other special committee is charged with the responsibility to act on
behalf of the Trust in evaluating any claims asserted by Ramco-Gershenson
Properties Trust ("RPT") for indemnification under a tax agreement between the
Trust and RPT. The special committee was established April 17, 2003 and
consists of two Trustees, Messrs. Blumenfeld and Glickman.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Trust's Board of Trustees determines compensation for the Trust's
executive officers that receive compensation from the Trust. Although
Mr. Pashcow, the Trust's Chairman and President, participates in these
deliberations, he is not compensated by the Trust for the services he provides
to the Trust. None of such persons had any relationships requiring disclosure
under applicable rules and regulations.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shown below is certain information as of March 14, 2004, with respect to the
beneficial ownership of Shares by each Trustee, executive officer and each
person known to the Trust to beneficially hold more than 5% of the Shares:

Name of Beneficial Owner Number of Shares Percent
------------------------ Beneficially Owned (1) of Class
---------------------- --------

Joel M. Pashcow ........................... 94,154(2) 2.64%
Arthur H. Goldberg ........................ 24,487(3) *
William A. Rosoff ......................... 125 *
Stephen R. Blank .......................... 987(4) *
Edward Blumenfeld ......................... 125 *
Edwin J. Glickman ......................... 10,531 *
Edwin R. Frankel .......................... 0 *
All Trustees and Executive Officers as a
group (8 persons).......................... 130,409 3.66%
First Union Real Estate Equity and
Mortgage Investments....................... 347,000(5) 9.75%
High Rise Capital Management LP ........... 504,088(6) 14.2%
Kimco Realty Corporation .................. 1,068,037(7) 30.0%

- ---------------
* Less than 1% of class.

(1) All amounts are directly owned unless stated otherwise.

(2) Includes 25,890 Shares held in an individual retirement account (an
"IRA") for the benefit of Mr. Pashcow, a retirement savings plan, a
pension and profit sharing account and money purchase plan. Also includes
47,662 Shares owned by an irrevocable trust of which Mr. Pashcow is a
trustee, an irrevocable trust for his daughter and a foundation of which
Mr. Pashcow is trustee (for all of which trusts Mr. Pashcow has shared
voting and investment powers). Mr. Pashcow disclaims beneficial ownership
of the Shares owned by the foundation and each of the trusts.

(3) Includes 19,563 Shares owned by Mr. Goldberg's wife, 1,875 Shares owned
by trusts for his daughters and 3,050 Shares owned by a pension trust.
Mr. Goldberg disclaims beneficial ownership of the Shares owned by his
wife and the trusts for his daughters.

(4) Includes 712 Shares owned by trusts for Mr. Blank's daughters and 275
Shares held in an IRA account for the benefit of Mr. Blank. Mr. Blank
disclaims beneficial ownership of the Shares owned by the trusts for his
daughters.

(5) Beneficial ownership information is based upon Schedule 13G/A filing with
the Securities and Exchange Commission, filed on January 15, 2004. The
business address of First Union Real Estate Equity and Mortgage
Investments is 7 Bulfinch Place, Suite 500, Boston, MA 02114.

(6) Beneficial ownership information is based upon Schedule 13G filing with
the Securities and Exchange Commission, filed on January 7, 2004. The
business address of High Rise Capital Management LP is 535 Madison
Avenue, 26th Floor, New York, NY 10022.

(7) Beneficial ownership information is based upon Schedule 13D/A filing with
the Securities and Exchange Commission filed February 4, 2003. The
business address of Kimco Realty Corporation is 3333 New Hyde Park Rd.,
New Hyde Park, NY 11042.

MANAGEMENT COMPENSATION AND TRANSACTIONS

Mr. Pashcow, the Trust's Chairman, Chief Executive Officer and President,
receives no cash compensation for serving as an executive officer of the
Trust. The following table shows the amount of compensation the Trust paid to
its other executive officer, Edwin R. Frankel, as well as any other Trust
employee whose total annual salary and bonus exceeded $100,000 in any of the
prior three fiscal years.

Annual Compensation Long Term Compensation
---------------------------- ----------------------------
Restricted Securities Payout
Other Annual Stock Underlying LTIP
Name and Principal Position Year Salary($) Bonus($) Compensation($) Awards($) Options/SARs($) Payouts($)
- ----------------------------------- ---- --------- -------- --------------- ---------- --------------- ----------

Edwin R. Frankel 2001 170,317 11,200*
Executive Vice 2002 175,638 15,250 13,900*
President, Chief 2003 180,907 15,250 14,400*
Financial Officer and Secretary
Stanley Rappoport 2001 119,616
2002 124,423
2003 127,885 75,000

- ---------------
* Includes approximately $1,000 in imputed interest under a loan extended from
the Trust to Mr. Frankel under his employment agreement described below. See
"Report on Executive Compensation."

TRUSTEE COMPENSATION

The Trustees do not receive any compensation for serving and likewise do not
receive any compensation for attending meetings or for serving on any
committee of the Board of Trustees; however, Trustees do receive reimbursement
of travel and other expenses and other out-of-pocket disbursements incurred in
connection with attending any meetings. During 2003, Messrs. Edwin Glickman
and Edward Blumenfeld each earned fees of $25,000 in connection with services
they provided to the Trust as members of the Disposition Committee. It is
expected that Messrs. Glickman and Blumenfeld will continue to be compensated
for the services that they provide to the Trust in their capacities as members
of the Disposition Committee.

REPORT ON EXECUTIVE COMPENSATION

All decisions regarding executive compensation were made by the Trust's
Board of Trustees. During 2003, the compensation payable to Edwin R. Frankel,
the Trust's Executive Vice President, Chief Financial Officer and Secretary,
was received pursuant to an employment agreement entered into between the
Trust and Mr. Frankel on June 11, 1998 (the "Frankel Employment Agreement").
The Frankel Employment Agreement provides for a base salary of $158,000 (as
adjusted from time to time, the "Base Salary") per annum. The term of the
Frankel Employment Agreement is from June 11, 1998 until the date of a "change
of control" of the Trust (as defined in the Frankel Employment Agreement)
unless earlier terminated by either Mr. Frankel or the Trust upon written
notice. The Frankel Employment Agreement also provides that Mr. Frankel will
be entitled to a one-time payment upon the liquidation of the Trust or a
Change of Control of 150% of Mr. Frankel's Base Salary as in effect at such
time. In addition, the Frankel Employment Agreement provides for a loan in the
principal amount of $37,500, which loan is evidenced by a promissory note,
dated June 11, 1998, made by Mr. Frankel in favor of the Trust (the "Frankel
Note"). The Frankel Note will be canceled upon the occurrence of certain
conditions, including a Change of Control or liquidation of the Trust. In
January 2000, the Frankel Employment Agreement was amended to additionally
provide that Mr. Frankel's estate or designated beneficiary will be entitled
to receive a one-time payment of 150% of his Base Salary as in effect at the
time of his demise. Mr. Pashcow served as the Trust's Chairman, Chief
Executive Officer and President during 2003 without compensation.

In connection with his employment with the Trust, Mr. Rappoport was awarded
a bonus that provided for additional compensation as follows: (i) for the
period from May 1996, and ending July 31, 2003, Mr. Rappoport earned an
aggregate total amount of $100,000, in addition to his salary, such sum to be
earned on a monthly pro rata basis over that period; the first $75,000 of such
earned amount was paid September 1, 2003 and the balance of such earned amount
($25,000) was paid on January 1, 2004; (ii) for the period beginning August 1,
2003 and ending December 31, 2003, Mr. Rappoport earned an aggregate of
$25,000 in addition to his salary, such sum was earned on a monthly pro rata
basis over that period and such amount is payable on the earlier of June 30,
2004 and the liquidation date of the Trust; and (iii) for the period beginning
January 1, 2004 and ending June 30, 2004, Mr. Rappoport will earn, to the
extent he remains employed by the Trust, an aggregate total of $15,000 in
addition to his then current salary, such sum to be earned on a monthly pro
rata basis over that period and to the extent earned, shall be payable on the
earlier of June 30, 2004 or the liquidation date of the Trust.

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
Stock Performance Graph and the Report on Executive Compensation set forth
above shall not be incorporated by reference into any such filings.

STOCK PERFORMANCE GRAPH

The following graph provides a comparison of the cumulative total
shareholder return for the period from December 31, 1998 through December 31,
2003 (assuming reinvestment of any dividends) among the Trust, Russell 2000
Index and the National Association of Real Estate Investment Trust Equity
Index (the "NAREIT Equity Index"). On the graph, total return equals
appreciation in stock price plus dividends paid. The Trust will provide upon
request the names of the companies included in the NAREIT Equity Index. The
NAREIT Equity Index is published monthly by the National Association of Real
Estate Investment Trusts ("NAREIT") in its publication, REITWatch. The index
is available to the public upon request to NAREIT.

SNL Corporate Performance Graph
DISCLAIMER AND SPECIAL COVENANTS

It is understood that all information provided in the following graph: (i)
has been gathered by SNL Financial LC ("SNL") from sources believed by SNL to
be reliable and (ii) is believed by SNL to be true and accurate in both form
and content. However, although SNL makes every effort to ensure data accuracy,
SNL does not guarantee or warrant the correctness, completeness, currentness,
merchantability or fitness for a particular purpose of the information
supplied. SNL shall not be liable for any loss or injury arising out of or
caused, in whole or in part, directly or indirectly, by SNL's accidental acts
or omissions in procuring, compiling, collecting, interpreting, reporting,
communicating, or delivering said information. The following graph was
prepared by SNL at your special request and for your own purposes. SNL
reserves all copyright rights in the following graph, except that you are free
to print this graph and/or the index values given with this graph in your
proxy if and only if you credit SNL as the source of the information.

Atlantic Realty Trust
Total Return Performance

[line chart omitted]

Period Ending
-------------------------------------------------------------------
Index 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
----------------------------------------------------------------------------------------------------------------------------------

Atlantic Realty Trust 100.00 89.41 103.81 111.46 144.27 230.31
----------------------------------------------------------------------------------------------------------------------------------
Russell 2000 100.00 121.26 117.59 120.52 95.83 141.11
----------------------------------------------------------------------------------------------------------------------------------
NAREIT All Equity REIT Index 100.00 95.38 110.28 131.81 143.13 195.51

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Trust's officers, executive officers and Trustees and persons who own more
than ten percent of a registered class of the Trust's equity securities to
file reports or ownership and changes in ownership with the Securities
Exchange Commission (the "Commission"). Officers, trustees, and greater than
ten percent shareholders are required by regulation of the Commission to
furnish the Trust with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Trust believes that, during the fiscal year
ended December 31, 2003, all filing requirements applicable to its officers,
trustees and greater than ten percent beneficial owners were complied with.

PROPOSAL 2: RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Trustees of the Trust, upon recommendation of the Audit
Committee, has selected the accounting firm of Deloitte & Touche LLP to serve
as independent auditors of the Trust for the fiscal year ending December 31,
2004. Deloitte & Touche LLP has served as the Trust's independent auditors
since the Trust's formation in February 1996 and is considered by management
of the Trust to be well qualified. The Trust has been advised by that firm
that neither it nor any member thereof has any financial interest, direct or
indirect, in the Trust or any of its subsidiaries in any capacity. A
representative of Deloitte & Touche LLP will be present at the Meeting, will
be given the opportunity to make a statement if he or she so desires and will
be available to respond to appropriate questions.

Although the Trust is not required to submit the ratification of the
selection of its independent auditors to a vote of shareholders, the Board of
Trustees believes that it is a sound policy to do so. In the event that the
majority of the votes cast are against the selection of Deloitte & Touche LLP,
the trustees will consider the vote and the reasons therefor in future
decisions n the selection of independent auditors.

Audit Fees. The following table summarizes fees billed to us by our
independent certified public accountants for the fiscal years ended 2003 and
2002.

2003 2002
---- ----

Audit Fees $59,500 $54,500
Audit-Related Fees $ 0 $ 0
Tax Fees $12,500 $12,500
All Other Fees $ 0 $ 0

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors The Audit Committee pre-approves all audit and permissible
non-audit services provided by our independent certified public accountants.
These services may include audit services, audit-related services, tax
services and other services. The Audit Committee has designated its
chairperson to pre-approve permissible non-audit services provided by the
independent auditors. Generally, the entire Audit Committee pre-approves audit
services to be performed on quarterly and annual financial statements. The
chairman presents all
pre-approved services to the full Audit Committee for their review and
ratification. The percentage of services set forth above in the categories
"Audit-Related Fees," "Tax Fees" and "All Other Fees" that were approved by
the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) of the Exchange Act
(relating to the approval of non-audit services after the fact but before
completion of the audit) was 0%.

Recommendation of the Board of Trustees

The Board of Trustees recommends a vote FOR the proposal to ratify the
selection of Deloitte & Touche LLP as independent auditors of the Trust.

AUDIT COMMITTEE REPORT

The audit committee has reviewed and discussed the audited financial
statements contained in the Trust's Annual Report on Form 10-K with the
Trust's management and the independent auditors.

The audit committee has discussed with the independent auditors the matters
required to be discussed by SAS 61 (Codification of Statements of Auditing
Standards, AU Section 380), as may be modified or supplemented.

The audit committee has received the written disclosures and the letter from
the independent accounts required by Independence Standards Board Standard No.
1 (Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and has discussed with
the independent accountant the independent account's independence. The
Committee has also considered whether the provision of non-audit services is
compatible with the accountants' independence.

Based on discussions with management and with the independent accountants,
the audit committee recommended to the Board of Trustees that the audited
financial statements be included in the Trust's Annual Report on Form 10-K,
for the year ended December 31, 2003, filed with the Securities and Exchange
Commission.

Members of the Audit Committee:

Edwin J. Glickman, Chair
Arthur H. Goldberg
Edward Blumenfeld

SOLICITATION OF PROXIES

The accompanying form of proxy is being solicited on behalf of the Board of
Trustees of the Trust. The expenses of solicitation of proxies for the Meeting
will be paid by the Trust. In addition to the mailing of the proxy material,
such solicitation may be made in person or by telephone by directors, trustees
and employees of the Trust, who will receive no additional compensation
therefor. Upon request, the Trust will reimburse brokers, dealers, banks and
trustees, or their nominees, for reasonable expenses incurred by them in
forwarding material to beneficial owners of Shares.

ADVANCE NOTICE BY-LAW

The Bylaws of the Trust provide that in order to nominate a candidate for
election as a member of the Board of Trustees at an annual meeting, notice
must be delivered to the Secretary of the Trust no more than 90 days nor less
than 60 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that if the 2005 annual meeting is advanced by
more than 30 days or delayed for more than 60 days from the date of the first
anniversary of the 2004 annual meeting, such written notice must be received
by the Trust not earlier than the 90th day prior to the date of the 2005
annual meeting and not later than the later of the 60th day prior to such
meeting or the tenth day after the first public announcement of the date of
such meeting.

SHAREHOLDER PROPOSALS

The Board of Trustees will provide for presentation of proposals by the
Trust's shareholders at its annual meeting of shareholders for 2005, provided
that such proposals are submitted by eligible shareholders who have complied
with the relevant regulations of the Securities and Exchange Commission
regarding shareholder proposals and the Trust's By-Laws, a copy of which is
available upon written request from the Secretary of the Trust. Shareholder
proposals intended to be submitted for presentation at the Trust's annual
meeting of shareholders for 2005 must be in writing and must be received by
the Trust at its executive offices

on or before December 18, 2004. Any such proposal should be mailed to:
Atlantic Realty Trust, 747 Third Avenue, New York, New York, 10017, Attention:
Edwin R. Frankel, Secretary.

OTHER MATTERS

The Board of Trustees does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Meeting. If other matters are presented, proxies will be voted in accordance
with the best judgment of the proxy holders.

BY ORDER OF THE BOARD OF TRUSTEES

/s/ Edwin R. Frankel

Edwin R. Frankel
Secretary

New York, New York
April 14, 2004

EXHIBIT A

ATLANTIC REALTY TRUST

Audit Committee Charter

Pursuant to Article IV of the Bylaws of Atlantic Realty Trust, a Maryland
real estate investment trust (the "Trust"), this charter (the "Charter") of
the audit committee (the "Audit Committee") of the board of trustees (the
"Board") of the Trust is adopted by the resolution of the Board effective as
of May 18, 2000. This Charter sets forth the responsibilities of the Audit
Committee and shall be annually reviewed, updated and approved, as necessary,
by the full Board.

1. Role and Independence

(a) The Audit committee has been established to (i) assist the Board in
fulfilling its responsibility and accountability to the shareholders of the
Trust for the oversight of the quality and integrity of the accounting,
auditing and reporting practices of the Trust and (ii) engage in such other
duties and activities as may be delegated to the Audit Committee by the Board
pursuant to the Trust's Bylaws. The membership of the Audit Committee shall
consist of at least three members of the Board ("Trustees") who are generally
knowledgeable in financial and auditing matters, including at least one
Trustee with accounting or related financial management expertise.

(b) Each member of the Audit Committee shall be free of any relationship
that, in the opinion of the Board, would interfere with his or her individual
exercise of independent judgment, and shall meet the independence requirements
for serving on audit committees as set forth in the corporate governance
standards of the NASDAQ Stock Market.

(c) The Audit Committee is expected to maintain free and open communication
(including private executive sessions at least annually) with the independent
accountants and the management of the Trust. In discharging this oversight
role, the Audit Committee is empowered to investigate any matter brought to
its attention, with full power to retain outside counsel or other experts for
this purpose.

(d) The Board shall appoint one member of the Audit committee as
chairperson (the "Chairperson"). The Chairperson shall be responsible for
leadership of the Audit Committee, including preparing the agenda, presiding
over the meetings, making committee assignments and reporting to the Board.
The Chairperson will also maintain regular liaison with the CEO, CFO, the lead
independent audit partner of the Trusts independent accountants.

2. Responsibilities

The Audit committee's primary responsibilities include:

(a) Recommending to the Board the independent accounting firm to be
selected or retained to audit the financial statements of the Trust. In so
doing, the Audit Committee shall:

(i) ensure that it receives from the auditor, on an annual basis and no
fewer than 30 days prior to the Trust's annual meeting of shareholders, a
written statement that (A) the auditor is in fact independent, and (B)
delineating all relationships between the auditor and the Trust, consistent
with Independence Standards Board Standard 1;

(ii) discuss and review with the auditor any disclosed relationships or
services that may impact the auditor's objectivity or independence
(including a review of the fees paid to the auditor); and

(iii) recommend to the Board any actions necessary to oversee the
auditor's independence.

(b) Overseeing the independent auditor relationship by discussing with the
auditor the nature, scope and rigor of the audit process, receiving and
receiving and reviewing audit reports, inquiring or investigating all matters
regarding or affecting the Trust that may affect the audit or any review of
the financial performance of the Trust and providing the auditor full access
to the Audit Committee and the Board to report on any and all appropriate
matters.

(c) Reviewing the audited financial statements and related footnotes and
discussing them with management and the independent auditor. These discussions
shall include consideration of the quality of the Trust's accounting
principles as applied in its financial reporting, including review of
estimates, reserves and accruals, review of judgmental areas, review of audit
adjustments (whether or not recorded) and such other inquiries as may be
appropriate. Based on its review, the Audit Committee shall make its
recommendation to the Board as to the inclusion of the Trust's audited
financial statements in the Trust's Annual Report on Form 10-K and other
filings with the Securities and Exchange Commission or elsewhere.

(d) Reviewing with management and the independent auditor the quarterly
financial information and related footnotes prior to the Trust's filing of
Quarterly Reports on Form 10-Q. This review may be performed by the entire
Audit Committee or its Chairperson.

(e) Discussing with management and the external auditors the quality and
adequacy of the Trust's internal controls.

(f) Discussing with management the status of pending litigation, taxation
matters and other areas of oversight to the legal and compliance areas as may
be appropriate.

(g) Reporting the activities of the Audit Committee to the full Board and
issuing annually a report to be included in the Trust's Notice of Annual
Meeting and Proxy Statement (including appropriate oversight conclusions) for
submission to the Trust's shareholders.

(h) Recommending, when appropriate, the replacement of the outside auditor
or recommending to the Board for nomination to the Trust's shareholders, the
outside auditor to be proposed for shareholder approval in any proxy
statement, which outside auditor shall have ultimate accountability to the
Committee and the Board as representatives of the shareholders of the Trust.

The Audit Committee and/or its Chairperson is also empowered to take any
actions or engage in such activities that it deems necessary or appropriate to
effectuate the foregoing responsibilities. The duties and responsibilities of
a member of the Audit Committee are in addition to the duties of a Trustee
generally.

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