Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Applicant is a North Dakota Real Estate Investment Trust. As of January 31, 2000, it had 21,990,936 Shares of Beneficial Interest outstanding.

Item 1. Financial Statement - Third Quarter Fiscal 2000

The accompanying condensed consolidated financial statements of Investors Real Estate Trust and its subsidiaries (collectively, the "Company") included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, all adjustments necessary (of a normal recurring nature only) to present fairly the financial position of the Company as of January 31, 2000, and results of operations and cash flows for the stated periods have been included. The Condensed Consolidated Balance Sheet at April 30, 1999, contained herein, was derived from audited financial statements, but does not include all disclosures included in the 1999 Annual Report and applicable under generally accepted accounting principles. Certain information and footnote disclosures normally included in interim financial statements prepared in accordance with generally accepted accounting principles have been omitted. The results of operations for the nine months ended January 31, 2000, are not necessarily indicative of operating results for the entire year.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operation. IRET's operating results through the third quarter of Fiscal 2000 continued to exceed the level expected at the beginning of the year. The addition of new properties to our real estate portfolio was responsible for most of the improvement aided by stable occupancy rates, rent increases and capital gains from real estate sales which, together, resulted in record levels of Funds from Operations and Net Income.

Funds from Operations. Funds from Operations for the third quarter of Fiscal 2000 increased to $4,241,431 from the year earlier figure of $3,132,268, an increase of $1,109,163 or 35%. On a per share basis, Funds from Operations for the third quarter were $.20 compared to the $.18 per share earned in the same period of Fiscal 1999, an increase of 11%. For the first nine months of Fiscal 2000, Funds from Operations increased to $11,448,296 from the year earlier figure of $8,689,640, an increase of $2,758,656 (32%). Per share results were $.56 per share, versus the year earlier amount of $.50 per share, an increase of 12%. This increase in Funds from Operations resulted primarily from increased rental income ($37,216,450 versus $28,359,059) caused by the addition of new rental properties to our portfolio, lower utility costs due to the mild winter, acceptable occupancy rates and modest increase in rents.

Net Income. For the third quarter, net income was $2,021,840 compared to $1,654,228 in the prior year, an improvement of $367,612. For the nine month period, net income was $7,264,301, compared to $6,028,621 in the prior year.

Operations. Our investment portfolio is performing very well. We anticipate a continued strong performance from our investment portfolio during the remainder of the current fiscal year. Overall, occupancy rates continue at a satisfactory level with above-normal occupancy rates in our Minnesota apartment properties and below normal rates in Montana and Kansas. The recent increase in interest rates will not have a material impact because nearly all of our loans have 10-year fixed interest rates. The mild winter has reduced utility expenses. The new properties that we are acquiring will, in our judgment, enhance the future financial results of IRET.

Acquisitions. The following properties were purchased or completed and added to our portfolio during the third quarter and are producing income:

Pending Acquisitions. The following apartment complexes are currently under construction by IRET:

     IRET has entered into purchase agreements for the following properties:

Financial Condition. IRET continues in a strong financial position. On January 31, 2000, cash and marketable securities totaled $11,047,847, compared to the $7,412,236 on hand at the beginning of the current fiscal year. Total assets were $389,605,799, compared to $291,493,311 at the beginning of the fiscal year. During the nine month period, liabilities have increased to $251,232,306, from the beginning figure of $191,229,475. Shareholder's equity increased to $107,329,750 from $85,783,294 on April 30, 1999.

Increased Dividend. IRET paid a regular dividend of 12.8 cents per share on January 14, 2000, to shareholders of record at the close of business on January 3, 2000. This was an increase from the 12.6 cents per share dividend paid on October 1, 1999, and was the 115th consecutive quarterly dividend paid by IRET.

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K.

Form 8-K filed December 6, 1999, to report sales of Shares of Beneficial Interest and use of proceeds under Registration then in effect.

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.

INVESTORS REAL ESTATE TRUST
(Registrant)
 
 

By: /S/ Thomas A. Wentz, Sr.
    Thomas A. Wentz, Sr.
    Vice-President

Date: March 7, 2000