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Pricing Supplement dated February 20, 1998 Rule 424(b)(5)
(To Prospectus dated January 16, 1998 and File No. 333-23157
Prospectus Supplement dated January 16, 1998)
WASHINGTON REAL ESTATE INVESTMENT TRUST
Medium-Term Notes -- Fixed Rate
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Principal Amount: $50,000,000 Interest Rate: 7.25%
Agent's Discount or Commission: $437,500 Stated Maturity Date: February 25, 2028
Net Proceeds to Issuer: $48,889,000 Original Issue Date: February 25, 1998
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Interest Payment Dates: February 25 and August 25 of each year, commencing
August 25, 1998.
Redemption: The Notes may be redeemed at any time at the option of the Trust,
in whole or from time to time in part, at a redemption price
equal to the sum of (i) the principal amount of the Notes (or
portion thereof) being redeemed plus accrued and unpaid interest
thereon to the redemption date and (ii) the Make-Whole Amount (as
defined below), if any, with respect to such Notes (or portion
thereof) (the "Redemption Price").
"Make-Whole Amount" means, in connection with any optional
redemption of any Notes, the excess, if any, of (i) the aggregate
present value as of the date of such redemption of each dollar of
principal being redeemed and the amount of interest (exclusive of
interest accrued to the date of redemption) that would have been
payable in respect of each such dollar if such redemption had not
been made, determined by discounting, on a semi-annual basis,
such principal and interest at the Reinvestment Rate (determined
on the third Business Day preceding the date such notice of
redemption is given) from the respective dates on which such
principal and interest would have been payable if such redemption
had not been made, over (ii) the aggregate principal amount of
the Notes being redeemed.
"Reinvestment Rate" means .25% plus the yield on treasury
securities at a constant maturity for the most recent week under
the heading "Week Ending" published in the most recent
Statistical Release under the caption "Treasury Constant
Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the
payment date of the principal being redeemed. If no maturity
exactly corresponds to such maturity, yields for the two
published maturities most closely corresponding to such maturity
shall be calculated pursuant to the immediately preceding
sentence and the Reinvestment Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding
in each of such relevant periods to the nearest month. For the
purpose of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination
of the Make-Whole Amount shall be used.
"Statistical Release" means the statistical release designated
"H.15 (519)" or any successor publication that is published
weekly by the Federal Reserve System and that establishes yields
on actively traded United States government securities adjusted
to constant maturities, or, if such statistical release is not
published at the time of any determination under the Indenture,
then such other reasonably comparable index that shall be
designated by the Trust.
Optional Repayment: The Notes cannot be repaid prior to the Stated Maturity
Date.
Currency: U.S. Dollars
Original Issue Discount: / / Yes /X/ No
Form: Book-Entry
Agents: Merrill Lynch, Pierce, Fenner & Smith Incorporated
BT Alex. Brown Incorporated
First Chicago Capital Markets, Inc.
Salomon Brothers Inc
Agent acting in the capacity as indicated below:
/ / Agent /X/ Principal
If as principal:
/ / The Notes are being offered at varying prices related to
prevailing market prices at the time of resale.
/X/ The Notes are being offered at a fixed initial public offering
price of 98.653% of principal amount.
