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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001021408-03-008305.txt : 20030529
<SEC-HEADER>0001021408-03-008305.hdr.sgml : 20030529
<ACCEPTANCE-DATETIME>20030529162653
ACCESSION NUMBER:		0001021408-03-008305
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030523
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030529

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:		03723776

	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) May 23, 2003


                         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 May 23, 2003, Federal Realty Investment Trust, or the Trust, directed
Citibank, N.A. to publish notice to the holders of the Trust's 5 1/4%
Convertible Subordinated Debentures due 2003, which we refer to as the
Debentures, stating that the Trust will redeem all of the Debentures effective
June 23, 2003, which is the Redemption Date. The Debentures will be redeemed at
the Redemption Price, which is 100% of the principal amount, together with
accrued and unpaid interest from April 28, 2003 through the Redemption Date. The
redemption is made pursuant to the terms of the Fiscal Agency Agreement, dated
as of October 28, 1993, between Citibank, N.A. and the Trust, and the Debentures
and related indenture.

     For further information concerning the redemption, see the Notice of
Redemption filed as an exhibit to this report.

Item 7. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is included as part of this report.

Exhibit No.           Description

99.1                  Notice of Redemption, dated May 23, 2003.

<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    FEDERAL REALTY INVESTMENT TRUST

Date: May 29, 2003                  By: /s/ Dawn M. Becker
                                        ------------------
                                        Dawn M. Becker
                                        Senior Vice President, General Counsel
                                         and Secretary

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.    Description

99.1           Notice of Redemption, dated May 23, 2003.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>dex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                            NOTICE OF FULL REDEMPTION

                                To the Holders of

                         FEDERAL REALTY INVESTMENT TRUST
               5-1/4% Convertible Subordinated Debentures due 2003
                            ISIN NUMBER XS0046430541

                  NOTICE IS HEREBY GIVEN pursuant to the terms of the Fiscal
Agency Agreement, dated as of October 28, 1993, between Citibank, N.A (the
"Fiscal Agent") and Federal Realty Investment Trust (the "Issuer"), under which
the above-described 5-1/4% Convertible Subordinated Debentures due 2003 (the
"Debentures") were issued, that the Issuer has elected to redeem all of the
outstanding Debentures on June 23, 2003 (the "Redemption Date") at a redemption
price of 100% of the principal amount thereof, together with accrued and unpaid
interest from April 28, 2003 through the Redemption Date (the "Redemption
Price").

         The Redemption Price will become due and payable upon each Debenture on
the Redemption Date. Interest on the Debentures will cease to accrue on and
after the Redemption Date.

         Payment of the Redemption Price on each Debenture will be made on and
after the Redemption Date UPON PRESENTATION AND SURRENDER of the Debentures
together will all coupons maturing after April 28, 2003 to:


Citibank, N.A.               Citibank N.A          Dexia Banque Internationale a
111 Wall Street-15th Floor   PO Box 18055            Luxembourg
New York, New York 10043     5 Carmelite Street    69 Route d'Esch
Attention: Agency & Trust    London EC4Y 0PA       L-2953 Luxembourg


CONVERSION RIGHTS

         The Debentures are convertible into common shares of beneficial
interest of the Issuer, par value $.01 per share, at a conversion rate of
27.7778 shares per US$1,000 principal amount of Debentures, which is equivalent
to a conversion price of US$36.00 per share. The conversion right will expire on
the Redemption Date.

                                                                 Citibank, N.A.,
                                                                 as Fiscal Agent

May 23, 2003

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