PACIFIC REAL ESTATE INVESTMENT TRUST INC
8-K, 1998-10-13
REAL ESTATE INVESTMENT TRUSTS
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                         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
                                          
                                          
                                 September 18, 1998
                  Date of report (Date of earliest event reported)
                                          
                                          
                        PACIFIC REAL ESTATE INVESTMENT TRUST
                 (Exact Name of Registrant as Specified in Charter)



          California               0-8725               94-1572930
(State or Other Jurisdiction    (Commission    (IRS Employer Identification
       of Incorporation)         File Number)            No.)

                           1010 El Camino Real, Suite 210
                            Menlo Park, California 94025
                           (Address of Executive Offices)
                                          
                                   (650) 327-7147
                 Registrant's telephone number, including area code
                                          
                                        N/A
           (Former Name or Former Address, If Changed Since Last Report)
                                          
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS

     At a Special Meeting of Shareholders in Lieu of the Annual Meeting of 
Shareholders of Pacific Real Estate Investment Trust, a California real 
estate investment trust ("PREIT"), held on February 4, 1998, the shareholders 
of PREIT (the "Shareholders") voted in favor of a resolution approving the 
dissolution of PREIT, the orderly liquidation of the balance of PREIT's 
assets, and the distribution of the net proceeds to the Shareholders.  
Pursuant to such approval by the Shareholders, PREIT entered into the 
transactions described below.

     PREIT is a general partner of Kingsco, a California general partnership 
("Kingsco").  On August 24, 1998, Kingsco assigned to PREIT and the other 
general partners of Kingsco, as tenants in common, all its right, title and 
interest, claim and estate in and to that certain Amended and Restated Lease 
dated February 1, 1982 between Kingsco and Carolyn Sue Jett, Trustee of the 
Carolyn Sue Jett Revocable Trust, Richard C. Conger and Ester R. Rice, 
Trustee of the Esther R. Rice Revocable Trust (collectively, the "Landlord") 
as amended by: (i) that certain First Amendment to the Amended and Restated 
Lease Dated February 1, 1982 between Landlord and Kingsco dated effective 
August 30, 1982; and (ii) that certain Second Amendment to Amended and 
Restated Lease Dated February 1, 1992 between Landlord and Kingsco dated June 
1, 1994, and as evidenced by that certain Short Form Lease recorded December 
13, 1982 in Book H200, page 244 of the Official Records of Santa Clara 
County, California and re-recorded February 2, 1983 in Book H317, page 491 of 
the Official Records of Santa Clara County, California (collectively referred 
to herein as the "LEASE"). Immediately subsequent to the foregoing transfer, 
PREIT transferred to Federal Realty Partners, L.P., a Delaware limited 
partnership, all of its right title and interest in and to the Lease in 
exchange for the consideration of the purchase price in the amount of Four 
Million Two Hundred Sixty Thousand Dollars ($4,260,000) (the "Purchase 
Price").  In determining the Purchase Price, the parties to the 
above-referenced transfer estimated the income stream from future rents 
payable on the Lease.

     On May 5, 1998, PREIT transferred to Edward Margherlo certain real 
property located in San Pablo, California, described as Parcel C, as shown on 
the Map of MS 776-86, filed February 27, 1987, Book 126 of Parcel Maps, Page 
36, Contra Costa County Records, for consideration in the amount of $40,000.  
The consideration was determined based on residual land value, access to the 
land and certain other factors.

     On August 14, 1998, PREIT assigned to Neptune Investment Company a Note 
Receivable, for consideration in the amount of $145,000.  The consideration 
was determined based on negotiations between the parties and certain 
valuations by Deloitte & Touche in 1991.

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                                      SIGNATURE
     
     Pursuant to the requirements of the Securities Exchange Act of 1934, 
PREIT has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

Dated:  September 18, 1998
                              
                              PACIFIC REAL ESTATE INVESTMENT TRUST
                              
                              
                              By:  /s/ Robert C. Gould
                                   -------------------------------
                                   Robert C. Gould, Vice President


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