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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000928385-02-002207.txt : 20020607
<SEC-HEADER>0000928385-02-002207.hdr.sgml : 20020607
<ACCEPTANCE-DATETIME>20020604183401
ACCESSION NUMBER:		0000928385-02-002207
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020603
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020605

FILER:

	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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07533
		FILM NUMBER:		02670345

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
          Date of Report (Date of earliest event reported) June 3, 2002

                         Federal Realty Investment Trust
                         -------------------------------
             (Exact name of registrant as specified in its charter)

         Maryland                     1-07533               52-0782497
 --------------------------       ----------------     ----------------------
 (State or other jurisdiction       (Commission            (IRS Employer
  of incorporation)                 File Number)           Identification No.)

 1626 East Jefferson Street, Rockville, Maryland               20852-4041
 -------------------------------------------------------------------------------
 (Address of principal executive offices)                      (Zip Code)

         Registrant's telephone number including area code: 301/998-8100
                                                            ------------

<PAGE>

Item 4.    CHANGES IN REGISTRANT'S CERTIFING ACCOUNTANT

(a)        Previous independent accountants

           (i)   On June 3, 2002, the Trustees, upon the recommendation of the
                 Audit Committee of Federal Realty Investment Trust (the
                 "Registrant") dismissed Arthur Andersen LLP, of Vienna,
                 Virginia, as its independent accountants.

           (ii)  The reports of Arthur Andersen LLP on the financial statements
                 for the past two fiscal years ended December 31, 2001 contained
                 no adverse opinion or disclaimer of opinion and were not
                 qualified or modified as to uncertainty, audit scope or
                 accounting principle.

           (iii) In connection with its audits for the two most recent fiscal
                 years and through June 3, 2002 there have been no disagreements
                 with Arthur Andersen LLP on any matter of accounting principle
                 or practice, financial statement disclosure, or auditing scope
                 or procedure, which disagreements if not resolved to the
                 satisfaction of Arthur Andersen LLP would have caused them to
                 make reference thereto in their reports on the financial
                 statements for such years.

           (iv)  During the two most recent fiscal years and through June 3,
                 2002, there have been no reportable events (as defined in
                 Regulation S-K Item 304(a)(1)(v)).

           (v)   The Registrant has provided Arthur Andersen LLP with a copy of
                 this disclosure and has requested that Arthur Andersen LLP
                 furnish it with a letter addressed to the SEC stating whether
                 or not it agrees with the above statements. A copy of the
                 Arthur Andersen LLP letter, dated June 3, 2002, is filed as
                 Exhibit 16 to this Form 8-K.

(b)        New independent accountants

           (i)   The Trustees, upon the recommendation of the Audit Committee of
                 the Registrant engaged Grant Thornton LLP as its new
                 independent accountants as of June 3, 2002. During the two most
                 recent fiscal years and through June 3, 2002, the Registrant
                 has not consulted with Grant Thornton LLP with respect to the
                 application of accounting principles to a specified
                 transaction, either completed or proposed, or the type of audit
                 opinion that might be rendered on the Registrant's financial
                 statements, or any other matters or reportable events set forth
                 in Items 304(a)(2)(i) and (ii) of Regulation S-K.

<PAGE>

Item 7.    FINANCIAL STATEMENTS AND EXHIBITS

           (c)   Exhibits. The following exhibits are filed with this report:

                 16. Letter from Arthur Andersen LLP to the Securities and
                     Exchange Commission dated June 3, 2002.

                 99. Press release issued June 4, 2002.

                                   SIGNATURES

     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.

                                           FEDERAL REALTY INVESTMENT TRUST


                                           /s/ Larry E. Finger

Date:    June 4, 2002                      ------------------------------------
                                           Larry E. Finger
                                           Senior Vice President,
                                           Chief Financial Officer and Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>3
<FILENAME>dex16.txt
<DESCRIPTION>EXHIBIT 16
<TEXT>
<PAGE>

                                                                      Exhibit 16


                                     [LOGO]
                                    ANDERSEN



Office of the Chief Accountant                      Arthur Andersen LLP
Securities and Exchange Commission                  9020 Towers Crescent Drive
450 Fifth Street, N.W.                              Vienna VA 22162-6220
Washington, D.C. 20549                              Tel 703 962 2100
                                                    www.andersen.com


June 3, 2002

Dear Sir/Madam:

We have read Item 4(a) of the current report on Form 8-K of Federal Realty
Investment Trust for the event which occurred on June 3, 2002 to be filed with
the Securities and Exchange Commission and are in agreement with the statements
contained therein.

Very truly yours,


ARTHUR ANDERSEN LLP

Copy to: Mr. Larry E. Finger, Federal Realty Investment Trust

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>dex99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>

                                                                      Exhibit 99

<TABLE>
<CAPTION>
Investor Inquiries                                      Media Inquiries
- ------------------                                      ---------------
<S>                                                     <C>
Andrew Blocher                                          Kristine Warner
Vice President, Investor Relations & Capital Markets    Director, Corporate Communications
301/998-8166                                            301/998-8212
ablocher@federalrealty.com                              kwarner@federalrealty.com
- --------------------------                              -------------------------
</TABLE>

                    FEDERAL REALTY INVESTMENT TRUST APPOINTS
                    GRANT THORNTON LLP AS INDEPENDENT AUDITOR

ROCKVILLE, MD (June 4, 2002) - Federal Realty Investment Trust (NYSE:FRT)
announced that the Board of Trustees ,upon the recommendation of the Trust's
Audit Committee, appointed Grant Thornton LLP as Federal Realty's independent
auditor for 2002, replacing Arthur Andersen LLP. Grant Thornton had previously
been the Trust's independent auditor for over 20 years between 1977 and 1998.

"The role of the independent audit committee is extremely important and the
selection of Grant Thornton followed a thorough evaluation of five major
accounting firms," said Walter F. Loeb, chairman of the Trust's audit committee.
"With the recently announced changes to a shopping center focused business plan,
our return to the proven capabilities and continuity of Grant Thornton was
compelling," Mr. Loeb concluded.

Donald C. Wood, president and chief operating officer added, "We appreciate the
dedication and professionalism Arthur Andersen brought to the Trust over the
past three years and thank both the firm and the individuals we have worked with
over that time."

With worldwide revenues in excess of $1.8 billion, Grant Thornton is a leading
provider of accounting, audit and tax services. Founded in 1924, Grant Thornton
serves over 10,000 clients worldwide including over 400 U.S. SEC registered
clients. Service is provided through 44 U.S. and over 600 international offices.

                                     -MORE-

<PAGE>

Federal Realty Appoints Grant Thornton as Independent Auditor
June 4, 2002
Page 2

Federal Realty Investment Trust is an equity real estate investment trust
specializing in the ownership, management, development and re-development of
shopping center and street retail properties. Federal Realty's portfolio
contains 15.1 million square feet located in major metropolitan markets across
the United States. The operating portfolio is currently 95.5% leased to over
2,100 national, regional and local retailers with no single tenant accounting
for more than 2.4% of rental revenue. Federal Realty has paid quarterly
dividends to its shareholders continuously since its founding in 1962, and has
increased its dividend rate for 34 consecutive years, the longest consecutive
record in the REIT industry. Shares of Federal Realty are traded on the New York
Stock Exchange under the symbol FRT. Additional information about Federal Realty
can be found on the Internet at www.federalrealty.com.

Safe Harbor Language
- --------------------

Certain matters discussed within this press release may be deemed to be forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although Federal Realty Investment Trust believes the
expectations reflected in such forward looking statements are based on
reasonable assumptions, it can give no assurance that its expectations will be
attained. Factors that could cause actual results to differ materially from
Federal's expectations are detailed from time to time in the Company's SEC
reports and filings, including its annual report on Form 10-K. Federal Realty
assumes no obligation to update or supplement forward-looking statements that
become untrue because of subsequent events.

                                       ###

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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