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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000947871-01-000081.txt : 20010223
<SEC-HEADER>0000947871-01-000081.hdr.sgml : 20010223
ACCESSION NUMBER:		0000947871-01-000081
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010215

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FEDERAL REALTY INVESTMENT TRUST
		CENTRAL INDEX KEY:			0000034903
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				520782497
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		
		SEC FILE NUMBER:	005-31101
		FILM NUMBER:		1547013

	BUSINESS ADDRESS:	
		STREET 1:		1626 EAST JEFFERSON STREET
		CITY:			ROCKVILLE
		STATE:			MD
		ZIP:			20852-4041
		BUSINESS PHONE:		3019988100

	MAIL ADDRESS:	
		STREET 1:		1625 EAST JEFFERSON STREET
		CITY:			ROCKVILLE
		STATE:			MD
		ZIP:			20852-4041

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALGEMEEN BURGERLIJK PENSIOENFONDS
		CENTRAL INDEX KEY:			0000918509
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		OUDE LINDESTRAAT 70
		STREET 2:		POSTBUS 6401
		CITY:			DL HEERLEN
		BUSINESS PHONE:		011-31-45-798022

	MAIL ADDRESS:	
		STREET 1:		SHERMAN & STERLING
		STREET 2:		599 LEXINGTON AVE
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT NO. 1 TO SCHEDULE 13D
<TEXT>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 1

                                       TO

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                         Federal Realty Investment Trust
                                (Name of Issuer)

                          Common Stock, Par Value $0.01
                         (Title of Class of Securities)

                                    313747206
                                 (CUSIP Number)


                          Cornelius J. Dwyer, Jr., Esq.
                               Shearman & Sterling
                              599 Lexington Avenue
                            New York, New York 10022
                            Telephone: (212) 848-4000

                       (Name, Address and Telephone Number
                    of Person Authorized to Receive Notices)

                                November 9, 2000
             (Date of Event which requires Filing of this Statement)



If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box |_|.


Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                       1
<PAGE>


                                  SCHEDULE 13D

- --------------------------------------------------------------------------------
1         Name of Reporting Person
          S.S. or I.R.S. Identification No. of Above Person
          Stichting Pensioenfonds ABP
- --------------------------------------------------------------------------------
2         Check the Appropriate Box if a Member of a Group
                     (a)     |_|
                     (b)     |_|
- --------------------------------------------------------------------------------
3         SEC Use Only
- --------------------------------------------------------------------------------
4         Source of Funds (See Instructions)          OO
- --------------------------------------------------------------------------------
5         Check if Disclosure of Legal Proceedings is Required Pursuant to
          Items 2(d) or 2(e). |_|
- --------------------------------------------------------------------------------
6         Citizenship or Place of Organization    The Kingdom of the Netherlands
- --------------------------------------------------------------------------------
                    7      Sole Voting Power
                           0 shares of Common Stock
 NUMBER OF          ------------------------------------------------------------
  SHARES            8      Shared Voting Power
BENEFICIALLY               0
 OWNED BY           ------------------------------------------------------------
  EACH              9      Sole Dispositive Power
REPORTING                  0 shares of Common Stock
 PERSON             ------------------------------------------------------------
  WITH              10     Shared Dispositive Power
                           0
- --------------------------------------------------------------------------------
11        Aggregate Amount Beneficially Owned by Each Reporting Person
          0
- --------------------------------------------------------------------------------
12        Check if the Aggregate Amount in Row (11) Excludes Certain Shares
          (See Instructions). |_|
- --------------------------------------------------------------------------------
13        Percent of Class Represented by Amount in Row (11)   0.0%
- --------------------------------------------------------------------------------
14        Type of Reporting Person (See Instructions)          EP
- --------------------------------------------------------------------------------

                                       2
<PAGE>


Item 1.   Security and Issuer

                  The class of equity securities to which this statement relates
is the common stock, par value $0.01 (the "Common Stock") of Federal Realty
Investment Trust, a Maryland corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 1626 East Jefferson Street, Rockville, MD
20852-4041.

Item 2.   Identity and Background

                  The name of the person filing this statement is Stichting
Pensioenfonds ABP, an entity established under the laws of The Kingdom of the
Netherlands (the "Fund"), whose principal business is investing funds held on
behalf of public sector employees of The Kingdom of the Netherlands. The address
of the Fund's principal executive office is Oude Lindestraat 70, Postbus 2889,
6401 DL Heerlen, The Netherlands. The name, citizenship, business address and
present principal occupation or employment, as well as the name and address of
any corporation or other organization in which such occupation or employment is
conducted, of each of the directors and executive officers of the Fund are as
follows:


<TABLE>
<CAPTION>

                                  PRINCIPAL                                                BUSINESS
            NAME                 OCCUPATION                   CITIZENSHIP                  ADDRESS
            ----                 ----------                   -----------                  -------
<S>                            <C>                          <C>                         <C>
B. de Vries                    Independent Chairman of      The Netherlands             Oude Lindestraat
                               the Governing Board                                      70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
P.M. Altenburg                 First Vice Chairman of the   The Netherlands             Oude Lindestraat
                               Governing Board                                          70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
B.H.J.J.M. Volkers             Secretary of the Governing   The Netherlands             Oude Lindestraat
                               Board                                                    70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
J.W.E. Neervens                Chairman of the Board of     The Netherlands             Oude Lindestraat
                               Directors                                                70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
J.M.G. Frijns                  Member of the Board of       The Netherlands             Oude Lindestraat
                               Directors                                                70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
J.F. Maassen                   Member of the Board of       The Netherlands             Oude Lindestraat
                               Directors                                                70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
J.H.R. van de Poel             Member of the Board of       The Netherlands             Oude Lindestraat
                               Directors                                                70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                  PRINCIPAL                                                BUSINESS
            NAME                 OCCUPATION                   CITIZENSHIP                  ADDRESS
            ----                 ----------                   -----------                  -------
<S>                            <C>                          <C>                         <C>
J.M.G. Frijns                  Chief Investment Officer /   The Netherlands             Oude Lindestraat
                               Managing Director                                        70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
A.H. Berendsen                 Managing Director            The Netherlands             Oude Lindestraat
                                                                                        70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
J. Mensonides                  Managing Director            The Netherlands             Oude Lindestraat
                                                                                        70 6411 EJ
                                                                                        Heerlen
                                                                                        The Netherlands
</TABLE>

                  To the knowledge of the Fund, during the last five years,
neither the Fund nor any of its executive officers or directors has been (i)
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

Item 3.   Source and Amount of Funds or Other Consideration

                  The funds for the purchases of Common Stock made by the Fund
on the open market were supplied from Dutch public sector pensioners'
contributions to the Fund.

Item 4.   Purpose of Transaction

                  The Fund from time to time intends to review its investment in
the Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, as well as other developments and other
investment opportunities. Based on such review, the Fund will take such actions
in the future as the Fund may deem appropriate in light of the circumstances
existing from time to time. If the Fund believes that further investment in the
Issuer is attractive, whether because of the market price of the Issuer's
securities or otherwise, it may acquire additional securities of the Issuer
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Fund may determine to dispose of some
or all of the Common Stock currently owned by the Fund or otherwise acquired by
the Fund either in the open market or in privately negotiated transactions.

                  Except as set forth above, the Fund has not currently
formulated any definitive plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate
transaction involving the Issuer or any of its subsidiaries, (c) a sale or
transfer of a material amount of the assets of the Issuer or any of its
subsidiaries, (d) any change in the present board of directors or management of
the Issuer, (e) any material change in the

                                       4
<PAGE>


Issuer's capitalization or dividend policy, (f) any other material change in the
Issuer's business or corporate structure, (g) any change in the Issuer's charter
or bylaws or other or instrument corresponding thereto or other action which may
impede the acquisition of control of the Issuer by any person, (h) causing a
class of the Issuer's securities to be deregistered or delisted, (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.

Item 5.   Interest in Securities of the Issuer

                  (a) The Fund is the sole beneficial owner of 0 shares of
Common Stock representing 0.0% of the outstanding shares of the Issuer's Common
Stock. The calculation of the foregoing percentage is based on the number of
shares of Common Stock disclosed as outstanding by the Issuer in its Quarterly
Report on Form 10-Q for the period ended September 30, 2000.

                  (b) The Fund has the sole power to vote or to direct the vote
or dispose or direct the disposition of 0 shares of Common Stock. To the
knowledge of the Fund, there are no shares of Common Stock which are
beneficially owned by any director or executive officer listed under Item 2.

                  (c) On October 25, 2000, the Fund sold 61,200 shares of Common
Stock at a price of $18.95. On October 26, 2000, the Fund sold 5,200 shares of
Common Stock at a price of $18.99. On October 30, 2000, the Fund sold 3,000
shares of Common Stock at a price of $19.32. On October 31, 2000, the Fund sold
1,100 shares of Common Stock at a price of $19.32. On November 6, 2000, the Fund
sold 6,700 shares of Common Stock at a price of $19.32. On November 7, 2000, the
Fund sold 303,000 shares of Common Stock at a price of $18.95. On November 9,
2000, the Fund sold 277,502 shares of Common Stock at a price of $18.95.

                  Except as disclosed herein, there were no transactions by the
Fund in securities of the Issuer during the sixty days prior to November 9,
2000.

                  (d) To the knowledge of the Fund, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock purchased by the Fund.

                  (e) November 9, 2000.

Item 6.  Contracts, Arrangements, Understanding of Relationships with Respect to
         Securities of the Issuer

                  Except as described herein, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantors of profit, division of profit or loss or
the giving or withholding of proxies.

Item 7.    Material to be Filed as Exhibits

                  Not applicable.

                                       5
<PAGE>


                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Dated:  February 13, 2001

                                                     STICHTING PENSIOENFONDS ABP


                                                     By:  /s/ R. Coomans
                                                         -----------------------
                                                         R. Coomans
                                                         Authorized Signatory



                                                     By:  /s/R.M.M.J. Bauer
                                                         -----------------------
                                                         R.M.M.J. Bauer
                                                         Authorized Signatory






                                       6

</TEXT>
</DOCUMENT>
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