-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Mjdbr59eFdxKeMgzQRfPab+ljQHP2nJSO/po1na4d4ABBiIVlr/uyswj2ve2J+99
 Tj+eJgN0cYXkgQem6wrrBQ==

<SEC-DOCUMENT>0001021408-02-015451.txt : 20021223
<SEC-HEADER>0001021408-02-015451.hdr.sgml : 20021223
<ACCEPTANCE-DATETIME>20021223135213
ACCESSION NUMBER:		0001021408-02-015451
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20021220
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021223

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:		02866571

	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 8K
<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) December 20, 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 5.   Other Events

       On December 20, 2002, Federal Realty Investment Trust ("Federal Realty")
issued a press release announcing the acceleration of its previously announced
executive transition. Steven J. Guttman has resigned as Trustee, Chairman of the
Board of Trustees and Chief Executive Officer of Federal Realty effective
January 1, 2003.

       The Board of Trustees has appointed its current President and Chief
Operating Officer, Donald C. Wood, as President and Chief Executive Officer and
a member of the Board of Trustees effective January 1, 2003. The Board of
Trustees also elected Mark S. Ordan, currently serving as a Trustee,
non-executive Chairman of the Board of Trustees effective January 1, 2003.

       As a result of the transition, Federal Realty will record a charge of
approximately $14 million to 2002 earnings for payments and benefits to Mr.
Guttman pursuant to his contractual obligations with Federal Realty and for
other transition related expenses.

       A copy of Federal Realty's press release is attached hereto as exhibit 99
and is incorporated herein by this reference.

Item 7.   Financial Statements and Exhibits

       (c)    Exhibits

              99.    Press release dated December 20, 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


Date: December 20, 2002                 /s/ Larry E. Finger
                                        ----------------------------
                                        Larry E. Finger
                                        Senior Vice President, Chief Financial
                                        Officer and Treasurer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>dex99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
<PAGE>

                                                                      Exhibit 99


<TABLE>
<S>                                                             <C>
FOR IMMEDIATE RELEASE
Investor Inquiries                                              Media Inquiries
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 ACCELERATES EXECUTIVE
                                   TRANSITION
     -Donald Wood to Replace Steve Guttman as CEO Effective January 1, 2003-

ROCKVILLE, MD - (December 20, 2002) Federal Realty Investment Trust announced
today that Steven J. Guttman has resigned as a Trustee, Chairman of the Board of
Trustees and Chief Executive Officer of Federal Realty effective January 1,
2003. The Board of Trustees has appointed Donald C. Wood President and Chief
Executive Officer and a member of the Board of Trustees effective January 1,
2003. The Board of Trustees also elected Mark S. Ordan, currently serving as a
Trustee, non-executive Chairman of the Board of Trustees.

An employee of Federal Realty Investment Trust since 1972, Mr. Guttman was named
Chief Operating Officer of the Trust in 1975. He became Managing Trustee of
Federal Realty in 1979, was named President, Chief Executive Officer and Trustee
in 1980 and Chairman of the Board in 2001. The Trust previously announced an
executive succession plan on March 11, 2002, pursuant to which Mr. Wood was to
become Chief Executive Officer in March 2003.

"I have accelerated my planned resignation," said Mr. Guttman, "to devote myself
full time to the pursuit of personal and other business interests. With the
successful launch of Santana Row, this is a good time for Federal Realty to
complete the transition to the new management team."

Mr. Wood joined the Trust in 1998 as Chief Financial Officer and was promoted to
Senior Vice President and Chief Operating Officer in 1999. In 2001, Mr. Wood was
named President and Chief Operating Officer of the Trust.

                                     -MORE-

<PAGE>

FEDERAL REALTY INVESTMENT TRUST ACCELERATES EXECUTIVE TRANSITION
December 20, 2002
Page 2

As a result of the transition, Federal Realty will record a charge of
approximately $14 million to 2002 earnings for payments and benefits to Mr.
Guttman pursuant to his contractual arrangements with the Trust and for other
transition related costs. Exclusive of this charge, Federal Realty's FFO per
diluted share guidance remains unchanged at $2.62 and $2.60 for 2002 and 2003,
respectively.

A conference call with Federal Realty's management and Mark Ordan has been
scheduled for Monday, December 23, 2002 at 11AM, Eastern Time. Conference Call
access information is as follows:

                 Toll Free Number:                 (888) 455-9653
                 Passcode (needed):                FEDERAL
                 Conference Leader (needed):       Andrew Blocher

A telephonic replay of the Conference Call will be available for 30 days
beginning at 4 pm on December 23, Replay access information is as follows:

                 Toll Free Number:                 (888) 300-0067

Federal Realty Investment Trust is an equity real estate investment trust
specializing in the ownership, management, development and re-development of
shopping centers and street retail properties. Federal Realty's portfolio
contains 15 million square feet of retail space located in major metropolitan
markets across the United States. The operating portfolio is currently 95.5%
occupied by over 2,000 national, regional and local retailers with no single
tenant accounting for more than 2.6% of rental revenue. Federal Realty has paid
quarterly dividends to its shareholders continuously since its founding in 1962,
and has increased its annual dividend for 35 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>
-----END PRIVACY-ENHANCED MESSAGE-----
