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:   October 3, 1997



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

    District of Columbia                1-7533                   52-0782497
- ----------------------------       -----------------        -------------------
(State or other jurisdiction   (Commission File Number)     (IRS Employer of 
of incorporation                                            identification No.)


      1626 East Jefferson Street, Rockville, Maryland                  20852
- --------------------------------------------------------           -------------
         (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number including area code:   301/998-8100
                                                     ------------




Exhibit Index appears on page 3
- -------------------------------




Item 5.     Other Events

         Exhibits  are  filed   herewith  in  connection   with  Federal  Realty
Investment  Trust's  Prospectus  Supplement,  dated  October  1,  1997,  to  its
Prospectus,  dated November 7, 1995 (Registration No. 33-63687),  filed with the
Securities and Exchange  Commission on October 2, 1997 and relating to the issue
and  sale  by the  Trust  of $100  million  of its  7.95%  Series  A  Cumulative
Redeemable  Preferred  Shares  ("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.  The Statement of Designations for the
Shares is included as Exhibit 4.

Item 7.     Financial Statements and Exhibits

Exhibit 4.  Statement of Designations for Shares

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/ M.J. Morrow
                                      -----------------------------------------
                                      Mary Jane Morrow
                                      Senior Vice President, Finance & Treasurer


Date:    October 3, 1997






                                  EXHIBIT INDEX

EXHIBIT NO.

     4         Statement of Designations
     5         Opinion Regarding Legality
    23         Consent of Counsel (included in the opinion)


                            STATEMENT OF DESIGNATION
                                       OF
                         FEDERAL REALTY INVESTMENT TRUST



         Federal  Realty  Investment  Trust,  an  unincorporated  business trust
organized under the laws of the District of Columbia ("Trust"), hereby certifies
that,  pursuant  to the  authority  conferred  upon the Board of Trustees of the
Trust by the Third Amended and Restated  Declaration of Trust  ("Declaration  of
Trust"),  the Board of Trustees on September 30, 1997 duly  classified  unissued
preferred  shares of the Trust,  and the  description  of the preferred  shares,
including  the  preferences,   conversion  and  other  rights,   voting  powers,
restrictions,  limitations  as  to  dividends,  qualifications,  and  terms  and
conditions  of  redemption  thereof,  as set by the  Board of  Trustees,  are as
follows:

         Section 1. Number of Shares and  Designation.  This class of  preferred
shares shall be designated as Series A Cumulative  Redeemable  Preferred Shares,
no par value per share (the "Series A Preferred  Shares").  The number of shares
of preferred stock constituting the Series A Preferred Shares is 4,000,000.

         Section 2.  Definitions.  The following  terms shall have the following
meanings herein:

         (a) "Board of  Trustees"  shall mean the Board of Trustees of the Trust
or any  committee  authorized  by the Board of  Trustees  to perform  any of its
responsibilities with respect to the Series A Preferred Shares.

         (b) "Business Day" shall mean any day other than a Saturday,  Sunday or
day on which state or federally chartered banking institutions in New York City,
New York are not required to be open.

         (c) "Call Date" shall have the meaning set forth in Section 6(b).

         (d) "Capital  Gains Amount" shall have the meaning set forth in Section
3(d).

         (e) "Charter"  means the  Declaration of Trust,  as amended to the date
hereof and as the same may be amended hereafter from time to time.

         (f) "Code" shall have the meaning set forth in Section 12.

         (g) "Common Shares" shall mean the common shares of beneficial interest
of the Trust, no par value per share.

         (h)  "Dividend  Payment  Date" shall mean the last calendar day (or, if
such day is not a  Business  Day,  the next  Business  Day  thereafter)  of each
January, April, July and October, commencing on October 31, 1997.



         (i) "Dividend Periods" shall mean quarterly dividend periods commencing
on  February  1, May 1,  August 1 and  November 1 of each year and ending on and
including the day of the next succeeding  Dividend  Payment Date (other than the
initial Dividend Period,  which shall commence on the Issue Date, and other than
the Dividend Period during which any Series A Preferred Shares shall be redeemed
pursuant to Section 6, which shall end on and include the Call Date with respect
to the Series A Preferred Shares being redeemed).

         (j) "Exempted Persons" shall have the meaning set forth in Section 12.

         (k) "Fully  Junior  Shares"  shall mean the Common Shares and any other
class or series of  capital  shares of the  Trust now or  hereafter  issued  and
outstanding  over which the Series A Preferred Shares has preference or priority
in both (i) the payment of dividends and (ii) the  distribution of assets on any
liquidation, dissolution or winding up of the Trust.

         (l)  "Issue  Date"  shall  mean the first  date on which the  pertinent
Series A Preferred Shares are issued and sold.

         (m) "Junior Shares" shall mean the Common Shares and any other class or
series of capital  shares of the Trust now or hereafter  issued and  outstanding
over which the Series A  Preferred  Shares has  preference  or  priority  in the
payment  of  dividends  or in the  distribution  of assets  on any  liquidation,
dissolution or winding up of the Trust.

         (n) "Parity Shares" shall have the meaning set forth in Section 8(b).

         (o) "Preferred Shares" shall mean the preferred shares of the Trust, no
par value per share.

         (p)  "Series A  Preferred  Shares"  shall have the meaning set forth in
Section 1.

         (q) "set apart for  payment"  shall be deemed to  include,  without any
action other than the  following,  the recording by the Trust in its  accounting
ledgers of any accounting or bookkeeping  entry which  indicates,  pursuant to a
declaration  of dividends or other  distribution  by the Board of Trustees,  the
allocation  of funds to be so paid on any series or class of  capital  shares of
the  Trust;  provided,  however,  that if any  funds  for any class or series of
Junior  Shares or Fully Junior  Shares or any class or series of capital  shares
ranking on a parity  with the  Series A  Preferred  Shares as to the  payment of
dividends  are  placed in a  separate  account  of the Trust or  delivered  to a
disbursing,  paying or other  similar  agent,  then "set apart for payment" with
respect to the Series A Preferred  Shares  shall mean placing such funds in such
separate  account  or  delivering  such funds to a  disbursing,  paying or other
similar agent.

         (r) "Total Dividends" shall have the meaning set forth in Section 3(d).

         (s) "Transfer Agent" means American Stock Transfer & Trust Company,  or
such  other  agent or agents of the Trust as may be  designated  by the Board of
Trustees  or their  designee  as the  transfer  agent,  registrar  and  dividend
disbursing agent for the Series A Preferred Shares.

                                       2


         Section 3. Dividends.

         (a) The  holders of Series A  Preferred  Shares  shall be  entitled  to
receive,  when, as and if declared by the Board of Trustees out of funds legally
available for that purpose,  cumulative,  preferential dividends payable in cash
at the rate of $1.9875 per annum per share.  Such dividend shall begin to accrue
and  shall be  fully  cumulative  from the  Issue  Date,  whether  or not in any
Dividend  Period or Periods there shall be funds of the Trust legally  available
for the payment of such dividends, and shall be payable quarterly,  when, as and
if declared by the Board of  Trustees,  in arrears on  Dividend  Payment  Dates,
commencing  on the first  Dividend  Payment  Date  after the  Issue  Date.  Such
dividends  shall be  payable  in  arrears  to the  holders of record of Series A
Preferred  Shares, as they appear on the stock records of the Trust at the close
of business on the record date, not more than 50 nor less than 10 days preceding
the relevant  Dividend Payment Date, as shall be fixed by the Board of Trustees.
Accrued and unpaid  dividends for any past Dividend  Periods may be declared and
paid on any date and for such interim periods,  without reference to any regular
Dividend  Payment Date, to holders of record on such date, not exceeding 50 days
preceding  the payment date  thereof,  as may be fixed by the Board of Trustees.
Any  dividend  payment  made on the Series A  Preferred  Shares  shall  first be
credited  against the earliest  accrued but unpaid  dividend due with respect to
the Series A Preferred Shares which remains payable.

         (b) The amount of  dividends  referred to in Section  3(a)  payable for
each full Dividend Period for the Series A Preferred Shares shall be computed by
dividing the annual  dividend rate by four,  except that the amount of dividends
payable for the initial  Dividend  Period,  and for any Dividend  Period shorter
than a full Dividend Period, for the Series A Preferred Shares shall be computed
on the basis of the actual  number of days in such Dividend  Period.  Holders of
Series A  Preferred  Shares  shall not be  entitled  to any  dividends,  whether
payable in cash, property or shares of stock, in excess of cumulative dividends,
as herein provided,  on the Series A Preferred  Shares.  No interest,  or sum of
money in lieu of interest,  shall be payable in respect of any dividend  payment
or payments on the Series A Preferred Shares that may be in arrears.

         (c) Dividends on Series A Preferred  Shares will accrue  whether or not
the Trust has earnings, whether or not there are funds legally available for the
payment of such dividends and whether or not such dividends are declared.

         (d) If, for any taxable year, the Trust elects to designate as "capital
gain  dividends"  (as  defined in Section  857 of the Code),  any  portion  (the
"Capital Gains Amount") of the total dividends  (within the meaning of the Code)
paid or made  available for the year to holders of all classes of capital shares
(the "Total Dividends"), then the portion of the Capital Gains Amount that shall
be  allocated  to  holders  of Series A  Preferred  Shares  shall be in the same
portion that the Total Dividends paid or made available to the holders of Series
A Preferred Shares for the year bears to the Total Dividends.

         (e) So long as any  Series  A  Preferred  Shares  are  outstanding,  no
dividends,  except as described in the immediately following sentence,  shall be


                                       3


declared  or paid or set  apart  for  payment  on any  class or series of Parity
Shares  for  any  period  unless  full   cumulative   dividends   have  been  or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Series A Preferred  Shares for
all Dividend  Periods  terminating on or prior to the dividend  payment date for
such class or series of Parity Shares.  When dividends are not paid in full or a
sum  sufficient for such payment is not set apart,  as aforesaid,  all dividends
declared  upon Series A Preferred  Shares and all  dividends  declared  upon any
other class or series of Parity  Shares shall be declared  ratably in proportion
to the respective  amounts of dividends  accumulated  and unpaid on the Series A
Preferred Shares and accumulated and unpaid on such Parity Shares.

         (f) So long as any  Series  A  Preferred  Shares  are  outstanding,  no
dividends  (other than dividends or  distributions  paid solely in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Fully Junior
Shares) shall be declared or paid or set apart for payment or other distribution
declared or made upon Junior Shares or Fully Junior Shares, nor shall any Junior
Shares or Fully  Junior  Shares be redeemed,  purchased  or  otherwise  acquired
(other than a redemption,  purchase or other  acquisition  of Common Shares made
for  purposes  of any  employee  incentive  or benefit  plan of the Trust or any
subsidiary)  for any  consideration  (or any moneys be paid to or made available
for a sinking fund for the redemption of any such shares) by the Trust, directly
or indirectly  (except by conversion into or exchange for shares of Fully Junior
Shares),  unless  in  each  case  (i)  the  full  cumulative  dividends  on  all
outstanding  Series A Preferred  Shares and any other Parity Shares of the Trust
shall have been or  contemporaneously  are declared and paid or declared and set
apart for payment for all past  Dividend  Periods  with  respect to the Series A
Preferred  Shares and all past  dividend  periods  with  respect to such  Parity
Shares  and (ii)  sufficient  funds  shall  have been or  contemporaneously  are
declared  and paid or declared and set apart for the payment of the dividend for
the current  Dividend  Period with respect to the Series A Preferred  Shares and
the current dividend period with respect to such Parity Shares.

         (g) No dividends on Series A Preferred  Shares shall be declared by the
Board of  Trustees or paid or set apart for payment by the Trust at such time as
the terms and provisions of any agreement of the Trust,  including any agreement
relating to its  indebtedness,  prohibits such  declaration,  payment or setting
apart for payment or provides  that such  declaration,  payment or setting apart
for payment would  constitute a breach  thereof or a default  thereunder,  or if
such declaration or payment shall be restricted or prohibited by law.

         Section 4. Liquidation Rights.

         (a) In the event of any  liquidation,  dissolution or winding up of the
Trust,  whether voluntary or involuntary,  before any payment or distribution of
the assets of the Trust  (whether  capital or  surplus)  shall be made to or set
apart for the  holders of Junior  Shares,  the holders of the Series A Preferred
Shares shall be entitled to receive  Twenty Five  Dollars  ($25.00) per share of
Series A Preferred Shares plus an amount equal to all dividends  (whether or not
earned or declared) accrued and unpaid thereon to the date of final distribution


                                       4


to such holders;  but such holders shall not be entitled to any further payment.
If, upon any liquidation,  dissolution or winding up of the Trust, the assets of
the Trust, or proceeds thereof,  distributable among the holders of the Series A
Preferred  Shares shall be insufficient to pay in full the  preferential  amount
aforesaid and liquidating payments on any other shares of any class or series of
Parity Shares,  then such assets, or the proceeds thereof,  shall be distributed
among the  holders of the Series A  Preferred  Shares and any such other  Parity
Shares ratably in accordance  with the respective  amounts that would be payable
on such  Series A  Preferred  Shares  and any such  other  Parity  Shares if all
amounts  payable  thereon were paid in full. For the purposes of this Section 4,
(i) a consolidation or merger of the Trust with one or more  corporations,  real
estate investment  trusts, or other entitles,  (ii) a sale, lease or transfer of
all or  substantially  all of the Trust's  assets,  or (iii) a  statutory  share
exchange  shall not be deemed to be a  liquidation,  dissolution  or winding up,
voluntary or involuntary, of the Trust.

         (b)  Subject  to the  rights of the  holders of shares of any series or
class or  classes  of capital  stock  ranking  on a parity  with or prior to the
Series A Preferred Shares upon liquidation,  dissolution or winding up, upon any
liquidation,  dissolution  or winding up of the Trust,  after payment shall have
been made in full to the holders of the Series A Preferred  Shares,  as provided
in this  Section 4, any other  series or class or  classes  of Junior  Shares or
Fully Junior Shares shall,  subject to the  respective  terms and provisions (if
any) applying thereto, be entitled to receive any and all assets remaining to be
paid or distributed,  and the holders of the Series A Preferred Shares shall not
be entitled to share therein.

         Section  5.   Conversion.   The  Series  A  Preferred  Shares  are  not
convertible or exchangeable for any other property or securities of the Trust.

         Section 6. Redemption at the Option of the Trust.

         (a) The Series A Preferred  Shares shall not be redeemable by the Trust
prior to October  6, 2002.  On and after  October  6,  2002,  the Trust,  at its
option,  may redeem the Series A  Preferred  Shares,  in whole or in part at any
time or from time to time, at a redemption price of Twenty-Five Dollars ($25.00)
per share of Series A Preferred  Shares,  plus the amounts  indicated in Section
6(b).

         (b) Upon any  redemption of the Series A Preferred  Shares  pursuant to
this  Section 6, the Trust shall pay all accrued and unpaid  dividends,  if any,
thereon  ending on or prior to the date of such  redemption  (the "Call  Date"),
without  interest.  If the Call Date falls after a dividend  payment record date
and prior to the corresponding Dividend Payment Date, then each holder of Series
A Preferred Shares at the close of business on such dividend payment record date
shall be entitled to the  dividend  payable on such shares on the  corresponding
Dividend Payment Date  notwithstanding the redemption of such shares before such
Dividend Payment Date. Except as provided above, the Trust shall make no payment
or  allowance  for unpaid  dividends,  whether or not in  arrears,  on shares of
Series A Preferred Shares called for redemption.

         (c) If full cumulative  dividends on the Series A Preferred  Shares and
any other class or series of Parity  Shares of the Trust have not been  declared
and paid or declared and set apart for payment, the Series A Preferred Shares or
Parity Shares may not be redeemed under this Section 6 in part and the Trust may

                                       5


not  purchase  or acquire the Series A  Preferred  Shares or any Parity  Shares,
otherwise  than pursuant to a purchase or exchange  offer made on the same terms
to all holders of Series A Preferred  Shares or Parity  Shares,  as the case may
be.

         (d) Notice of the  redemption  of any Series A Preferred  Shares  under
this Section 6 shall be mailed by  first-class  mail to each holder of record of
Series A  Preferred  Shares to be redeemed at the address of each such holder as
shown on the  Trust's  records,  not less than 30 nor more than 90 days prior to
the Call Date.  Neither the failure to mail any notice  required by this Section
6(d),  nor any  defect  therein or in the  mailing  thereof,  to any  particular
holder,  shall  affect  the  sufficiency  of the notice or the  validity  of the
proceedings for redemption  with respect to the other holders.  Any notice which
was mailed in the manner herein provided shall be conclusively  presumed to have
been duly  given on the date  mailed  whether  or not the  holder  receives  the
notice. Each such mailed notice shall state, as appropriate:  (1) the Call Date;
(2) the number of shares of Series A  Preferred  Shares to be  redeemed  and, if
fewer than all the shares held by such holder are to be redeemed,  the number of
such shares to be redeemed from such holder; (3) the redemption price per share;
(4) the  place  or  places  at which  certificates  for  such  shares  are to be
surrendered;  and (5) that dividends on the shares to be redeemed shall cease to
accrue on such Call Date except as otherwise provided herein. Notice having been
mailed as  aforesaid,  from and after the Call date (unless the Trust shall fail
to make  available an amount of cash necessary to effect such  redemption),  (i)
except as otherwise provided herein,  dividends on the Series A Preferred Shares
so called for  redemption  shall  cease to accrue,  (ii) shares of such Series A
Preferred  Shares  shall no longer be  deemed to be  outstanding,  and (iii) all
rights of the  holders  thereof as holders of Series A  Preferred  Shares of the
Trust  shall  cease  (except  the  right to  receive  cash  payable  under  such
redemption,  without interest  thereon,  upon surrender and endorsement of their
certificates if so required and to receive any dividends payable  thereon).  The
Trust's  obligation  to provide cash in accordance  with the preceding  sentence
shall be deemed  fulfilled  if,  on or before  the Call  Date,  the Trust  shall
deposit  with a bank or trust  company  (which may be an affiliate of the Trust)
that has an office in  Washington,  D.C.,  and that has, or is an affiliate of a
bank or trust company that has, capital and surplus of at least $50,000,000, the
amount  of cash  necessary  for such  redemption,  in  trust,  with  irrevocable
instructions  that  such  cash be  applied  to the  redemption  of the  Series A
Preferred  Shares so called for  redemption.  No interest  shall  accrue for the
benefit of the holders of Series A  Preferred  Shares to be redeemed on any cash
so set aside by the Trust.  Subject to applicable  escheat  laws,  any such cash
unclaimed at the end of two years from the Call Date shall revert to the general
funds of the Trust,  after which  reversion the holders of such shares so called
for redemption shall look only to the general funds of the Trust for the payment
of such cash.

         As promptly as practicable  after the surrender in accordance with said
notice of the certificates for any such shares so redeemed (properly endorsed or
assigned for transfer,  if the Trust shall so require and if the notice shall so
state),  such shares shall be exchanged for any cash (without  interest thereon)
for which such  shares  have been  redeemed.  If fewer than all the  outstanding
Series A Preferred  Shares are to be  redeemed,  shares to be redeemed  shall be
selected by the Trust from outstanding  Series A Preferred Shares not previously
called for  redemption  by lot or pro rata (as nearly as may be) or by any other
method determined by the Trust in its sole discretion to be equitable.  If fewer
than all the  Series A  Preferred  Shares  represented  by any  certificate  are

                                       6


redeemed,  then new  certificates  representing  the unredeemed  shares shall be
issued without cost to the holder thereof.

         Section 7. Shares to be Retired.  All Series A Preferred  Shares  which
shall  have been  issued  and  reacquired  in any  manner by the Trust  shall be
restored to the status of  authorized  but unissued  Preferred  Shares,  without
designation as to class or series.

         Section 8. Ranking.  Any class or series of capital shares of the Trust
shall be deemed to rank:

         (a)  prior to the  Series A  Preferred  Shares,  as to the  payment  of
dividends and as to  distribution  of assets upon  liquidation,  dissolution  or
winding  up, if the  holders of such class or series  shall be  entitled  to the
receipt of dividends or of amounts  distributable upon liquidation,  dissolution
or winding up, as the case may be, in  preference  or priority to the holders of
Series A Preferred Shares;


         (b) on a parity with the Series A Preferred  Shares,  as to the payment
of dividends and as to distribution of assets upon  liquidation,  dissolution or
winding  up,  whether  or not the  dividend  rates,  dividend  payment  dates or
redemption or  liquidation  prices per share thereof be different  from those of
the Series A Preferred  Shares, if the holders of such class or series of shares
and the Series A Preferred  Shares shall be entitled to the receipt of dividends
and of amounts  distributable  upon  liquidation,  dissolution  or winding up in
proportion to their respective amounts of accrued and unpaid dividends per share
or liquidation  preferences,  without  preference or priority one over the other
("Parity Shares");

         (c)  junior to the  Series A  Preferred  Shares,  as to the  payment of
dividends or as to the distribution of assets upon  liquidation,  dissolution or
winding up, if such shares shall be Junior Shares; and

         (d)  junior to the  Series A  Preferred  Shares,  as to the  payment of
dividends and as to the distribution of assets upon liquidation,  dissolution or
winding up, if such shares shall be Fully Junior Shares.

         Section 9. Voting. If and whenever six consecutive  quarterly dividends
payable on the Series A Preferred Shares or any series or class of Parity Shares
shall be in arrears (which shall,  with respect to any such quarterly  dividend,
mean that any such dividend has not been paid in full), whether or not declared,
the  number  of  trustees  then  constituting  the  Board of  Trustees  shall be
increased by two, and the holders of Series A Preferred  Shares,  together  with
the holders of shares of every other series of Parity Shares, voting as a single
class  regardless  of  series,  shall be  entitled  to elect the two  additional
trustees to serve on the Board of Trustees at any annual meeting of shareholders
or special meeting held in place thereof, or at a special meeting of the holders
of the Series A Preferred  Shares and the Parity  Shares  called as  hereinafter
provided. Whenever all arrears in dividends on the Series A Preferred Shares and

                                       7


the Parity Shares then  outstanding  shall have been paid and dividends  thereon
for the current  quarterly  dividend period shall have been paid or declared and
set apart for  payment,  then the right of the holders of the Series A Preferred
Shares  and the  Parity  Shares to elect  such  additional  two  trustees  shall
immediately  cease (but subject  always to the same provision for the vesting of
such  voting  rights  in  the  case  of any  similar  future  arrearages  in six
consecutive quarterly dividends), and the terms of office of all persons elected
as  trustees  by the  holders  of the Series A  Preferred  Shares and the Parity
Shares shall immediately terminate and the number of the Board of Trustees shall
be reduced accordingly.  At any time after such voting rights shall have been so
vested in the holders of Series A Preferred  Shares and the Parity  Shares,  the
secretary of the Trust may, and upon the written request of any holder of Series
A Preferred  Shares  (addressed to the secretary at the principal  office of the
Trust)  shall,  call a special  meeting of the holders of the Series A Preferred
Shares  and of the Parity  Shares for the  election  of the two  trustees  to be
elected by them as herein  provided,  such call to be made by notice  similar to
that  provided  in  the  Bylaws  of  the  Trust  for a  special  meeting  of the
shareholders or as required by law. If any such special  meeting  required to be
called as above  provided  shall not be called by the  secretary  within 20 days
after receipt of any such request,  then any holder of Series A Preferred Shares
may call such  meeting,  upon the notice above  provided,  and for that purchase
shall have access to the share records of the Trust. The trustees elected at any
such  special  meeting  shall hold office  until the next annual  meeting of the
shareholders  or special  meeting  held in lieu thereof if such office shall not
have previously  terminated as above provided.  If any vacancy shall occur among
the  trustees  elected by the holders of the Series A  Preferred  Shares and the
Parity Shares,  a successor shall be elected by the Board of Trustees,  upon the
nomination of the then-remaining  trustee elected by the holders of the Series A
Preferred  Shares  and the  Parity  Shares or the  successor  of such  remaining
trustee,  to serve until the next annual meeting of the  shareholders or special
meeting  held in  place  thereof  if  such  office  shall  not  have  previously
terminated as provided above.

         So long as any Series A Preferred Shares are  outstanding,  in addition
to any other vote or consent of shareholders  required by law or by the Charter,
the affirmative vote of at least 66-2/3% of the votes entitled to be cast by the
holders of the Series A  Preferred  Shares  and the Parity  Shares,  at the time
outstanding,  acting as a single class regardless of series,  given in person or
by proxy,  either in writing  without a meeting or by vote at any meeting called
for the purpose, shall be necessary for effecting or validating:

         (a) Any amendment, alteration or repeal of any of the provisions of the
Charter (including this Statement of Designations) that materially and adversely
affects the voting powers,  rights or preferences of the holders of the Series A
Preferred Shares or the Parity Shares; provided,  however, that the amendment of
the  provisions  of the Charter so as to  authorize or create or to increase the
authorized  amount of shares of any class of any Fully  Junior  Shares or Junior
Shares that are not senior in any respect to the Series A Preferred  Shares,  or
any shares of any class  ranking on a parity with the Series A Preferred  Shares
or the Parity  Shares,  shall not be deemed to materially  adversely  affect the
voting  powers,  rights or  preferences  of the  holders  of Series A  Preferred
Shares; and provided further,  that if any such amendment,  alteration or repeal
would materially and adversely  affect any voting powers,  rights or preferences
of the Series A Preferred Shares or another series of Parity Shares that are not
enjoyed  by  some  or all of the  other  series  otherwise  entitled  to vote in
accordance  herewith,  the  affirmative  vote of at least  66-2/3%  of the votes
entitled to be cast by the holders of all series similarly  affected,  similarly
given,  shall be required in lieu of the affirmative vote of at least 66-2/3% of

                                       8


the votes  entitled to be cast by the  holders of the Series A Preferred  Shares
and the Parity Shares otherwise entitled to vote in accordance herewith; or

         (b) A share  exchange  that  affects the Series A Preferred  Shares,  a
consolidation   with  or  merger  of  the  Trust  into  another  entity,   or  a
consolidation  with or merger of another  entity into the Trust,  unless in each
such case each share of Series A Preferred  Shares (i) shall remain  outstanding
without a material  and adverse  change to its terms and rights or (ii) shall be
converted into or exchanged for preferred  stock of the surviving  entity having
preferences,   conversion  or  other  rights,   voting   powers,   restrictions,
limitations  as  to  dividends,   qualifications  and  terms  or  conditions  of
redemption  thereof  identical  to that of a share of Series A Preferred  Shares
(except for changes that do not materially  and adversely  affect the holders of
the Series A Preferred Shares); or

         (c) The authorization or creation of, or the increase in the authorized
amount of, any shares of any class, or any security  convertible  into shares of
any class, ranking prior to the Series A Preferred Shares in the distribution of
assets on any  liquidation,  dissolution  or  winding  up of the Trust or in the
payment of  dividends;  provided,  however,  that no such vote of the holders of
Series A Preferred  Shares  shall be  required  if, at or prior to the time when
such amendment,  alteration or repeal is to take effect, or when the issuance of
any such shares or  convertible  securities  is to be made,  as the case may be,
provision  is made for the  redemption  of all Series A Preferred  Shares at the
time outstanding.

         For purposes of the foregoing  provisions of this Section 9, each share
of Series A Preferred Shares shall have one (1) vote per share, except that when
shares of any other series of Preferred Shares shall have the right to vote with
the Series A Preferred Shares as a single class on any matter, then the Series A
Preferred  Shares and such other  series shall have with respect to such matters
one (1) vote per $25.00 of stated  liquidation  preference.  Except as otherwise
required by applicable law or as set forth herein, the Series A Preferred Shares
shall not have any relative,  participating,  optional or other  special  voting
rights and powers,  and the consent of the holders thereof shall not be required
for the taking of any corporate action.

         Section 10. Record  Holders.  The Trust and the Transfer Agent may deem
and treat the  record  holder of any Series A  Preferred  Shares as the true and
lawful owner  thereof for all  purposes,  and neither the Trust nor the Transfer
Agent shall be affected by any notice to the contrary.

         Section 11.  Sinking Fund.  The Series A Preferred  Shares shall not be
entitled to the benefits of any retirement or sinking fund.



                                       9

                           KIRKPATRICK & LOCKHART LLP
                            1800 Massachusetts Avenue
                                  Second Floor
                             Washington, D.C. 20036



                                 October 3, 1997




Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland  20852

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 Rockville,  Maryland ("Trust"),  in connection
with a Prospectus  Supplement,  dated October 1, 1997 to the Trust's Prospectus,
dated  November 7, 1995  (registration  statement No.  33-63687)  ("Registration
Statement")  relating to the Trust's  offering and sale of  4,000,000  shares of
7.95% Series A Cumulative  Redeemable Preferred Shares, no par value ("Shares"),
pursuant  to an  underwriting  agreement  and a pricing  agreement,  each  dated
October 1, 1997 (together,  the "Underwriting  Agreement") between the Trust and
Goldman, Sachs & Co., Prudential Securities Incorporated and Smith Barney 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



Federal Realty Investment Trust
October 3, 1997
Page 2


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:

         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 October 3, 1997.

                                         Very truly yours,

                                         KIRKPATRICK & LOCKHART LLP


                                         By: /s/ Thomas F. Cooney
                                             --------------------------
                                             Thomas F. Cooney