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UNITED STATES
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) OCTOBER 17, 1996
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WASHINGTON REAL ESTATE INVESTMENT TRUST
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(Exact name of registrant as specified in its charter)
MARYLAND 1-6622 53-0261100
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10400 CONNECTICUT AVENUE, KENSINGTON, MARYLAND 20895
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (301) 929-5900
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(I) Previous Independent Accountants
(a) On October 21, 1996, the registrant dismissed Price Waterhouse LLP,
of Washington, D.C. as its independent accountants.
(b) In connection with its audits for the two most recent fiscal years
ended December 31, 1995, and through September 30, 1996, there
have been no disagreements with Price Waterhouse LLP on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements if
not resolved to the satisfaction of Price Waterhouse LLP would
have cause them to make reference thereto in their report on the
financial statements for such years.
(c) The reports of Price Waterhouse LLP on the financial statements
for the past two years contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
(d) During the two most recent fiscal years and through September 30,
1996, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
(d) The registrant has provided Price Waterhouse LLP with a copy of
this disclosure and has requested that Price Waterhouse LLP
furnish it with a letter addressed to the SEC stating whether it
agrees with the above statements. (A copy of Price Waterhouse
LLP's letter to the SEC, dated October 21, 1996, is filed as
Exhibit 16 to this Form 8-K).
(II) New Indepdendent Accountants
(a) Upon the recommendation of the registrant's Audit Committee, the
registrant's Board of Trustees approved the decision to change
independent accountants. Effective October 17, 1996, Arthur
Andersen LLP of Chicago, Illinois, was approved by the registrant's
Board of Trustees as the new independent accountants. Management
has not consulted with Arthur Andersen LLP on any accounting,
auditing, or reporting matter.
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 thereunto duly authorized.
WASHINGTON REAL ESTATE INVESTMENT TRUST
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(Registrant)
/s/ Laura M. Franklin
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(Signature)
Laura M. Franklin
Vice President and
Chief Accounting Officer
October 24, 1996
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(Date)
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EXHIBIT 16
[PRICE WATERHOUSE LLP LETTERHEAD]
October 21, 1996
Office of Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Washington Real Estate Investment Trust's Form 8-K dated
October 17, 1996 and are in agreement with the statements contained in
paragraph 4(I) therein.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
cc: Ms. Laura M. Franklin
Vice President and Chief Accounting Officer
Washington Real Estate Investment Trust
10400 Connecticut Avenue
Kensington, Maryland 20895
