FEDERAL REALTY INVESTMENT TRUST
8-K, 1996-05-23
REAL ESTATE INVESTMENT TRUSTS
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<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:  May 21, 1996
                       ------------



                           Federal Realty Investment Trust
             ------------------------------------------------------------
               (Exact name of registrant as specified in its charter)

     <TABLE>
     <CAPTION>
                              <S>                                       <C>                                  <C>
                     District of Columbia                             1-7533                             52-0782497
         ---------------------------------------------       -------------------------        ----------------------------------
         (State or other jurisdiction of incorporation       (Commission File Number)         (IRS Employer Identification No.)



       4800 Hampden Lane, Suite 500, Bethesda, Maryland                                              20814  
          (Address of principal executive offices)                                                 (Zip Code)

     </TABLE>


     Registrant's telephone number including area code:  301/652-3360




     Exhibit Index appears on page 3
     --------------------------------
<PAGE>
     Item 5.  Other Events

              Exhibits  are filed  herewith  in connection  with  Federal Realty
     Investment Trust's  final prospectus supplement  dated May 21,  1996 to its
     final prospectus dated  November 7,  1995 (Registration  No. 33-63687;  33-
     51029) filed with  the Securities and  Exchange Commission on May  22, 1996
     and relating  to  the  Trust's  offering  of  1,818,182  common  shares  of
     beneficial interest,  no  par or  stated  value  ("Shares").   Attached  as
     Exhibit 5  hereto is an opinion  from Kirkpatrick & Lockhart  LLP regarding
     the  legality of the Shares.  The  consent of Kirkpatrick & Lockhart LLP to
     the inclusion of such opinion in this Form 8-K is included in the opinion.

     Item 7.  Financial Statements and Exhibits

     Exhibit 5        Opinion Regarding Legality

     Exhibit 23       Consent of Counsel (included in Exhibit 5)


     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 hereto duly authorized.

                                       FEDERAL REALTY INVESTMENT TRUST

                                       /s/ Cecily A. Ward
                                       ----------------------------------------
                                       Cecily A. Ward
                                       Controller (Principal Accounting Officer)

     Date:  May 23, 1996





















                                        - 2 -
<PAGE>
                                    EXHIBIT INDEX


        ITEM NO.                                                   PAGE NO.

           5       Opinion regarding Legality
           23      Consent of Counsel (included in the opinion)












































                                        - 3 -
<PAGE>
<PAGE>
                             KIRKPATRICK & LOCKHART LLP
                              1800 Massachusetts Avenue
                                     Second Floor
                                Washington, D.C. 20036



                                     May 23, 1996




     Federal Realty Investment Trust
     4800 Hampden Lane, Suite 500
     Bethesda, Maryland 20814

     Ladies and Gentlemen:

              You  have  requested  our  opinion as  counsel  to  Federal Realty
     Investment Trust,  a  business  trust  organized  under  the  laws  of  the
     District  of Columbia  with its headquarters  located in Bethesda, Maryland
     ("Trust"), in connection with a  Prospectus Supplement, dated May  21, 1996
     to the  Trust's Prospectus, dated November 7, 1995 (registration statements
     No. 33-63687; 33-51029) ("Registration Statement") relating  to the Trust's
     offering and sale  of 1,818,182 common  shares of  beneficial interest,  no
     par or stated value ("Shares") pursuant to an underwriting  agreement and a
     pricing  agreement, each dated  May 21,  1996 (together,  the "Underwriting
     Agreement") between the Trust and J.P. Morgan Securities Inc.

              We  have  participated  in  the  preparation of  the  Registration
     Statement, and in connection therewith,  have examined and relied  upon the
     originals  or  copies of  such  records,  agreements,  documents and  other
     instruments, including the Third  Amended and Restated Declaration of Trust
     of  the Trust  ("Declaration  of Trust"),  the  Bylaws  of the  Trust,  the
     minutes  of  the  meetings  of   the  Trustees  to  date  relating  to  the
     authorization and  issuance of the Shares  and have made such  inquiries of
     such officers and  representatives as we have deemed relevant and necessary
     as the basis for the opinion hereinafter  set forth.  In such  examination,
     we have assumed, without  independent verification, the genuineness of  all
     signatures  (whether  original  or  photostatic),  the  legal  capacity  of
     natural  persons, the  authenticity  of all  documents  submitted to  us as
     originals, and  the  conformity  to authentic  original  documents  of  all
     documents  submitted to  us as  certified or  photostatic copies.   We have
     assumed, without  independent verification,  the accuracy  of the  relevant
     facts stated therein.

              As to  any other facts  material to the  opinion expressed  herein
     that were  not independently established  or verified, we  have relied upon
     statements and representations of officers and employees of the Trust.

              Based upon  the foregoing  and subject  to the qualifications  set
     forth below, we are of the opinion that:
<PAGE>
     Federal Realty Investment Trust
     May 23, 1996
     Page 2



              The  Shares  have  been  duly authorized  by  the  Trust and  when
     delivered  against payment  therefor as  contemplated  in the  Underwriting
     Agreement,  the  Shares  will  be  legally  issued,  fully  paid  and  non-
     assessable, except as described  in the Prospectus that forms a part of the
     Registration Statement.

              We hereby consent to  the filing of this opinion as an  exhibit to
     the Trust's  Current  Report on  Form 8-K  filed  with the  Securities  and
     Exchange Commission on May 23, 1996.

                                       Very truly yours,

                                       KIRKPATRICK & LOCKHART LLP


                                       By: /s/ Thomas F. Cooney, III
                                           -------------------------
                                           Thomas F. Cooney, III
<PAGE>


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