Form 8-A


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


                      FEDERAL REALTY INVESTMENT TRUST OF 1934
      ---------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

District of Columbia                                        52-0782497
- --------------------------------------------------------------------------------
(Address of incorporation or organization)  (I.R.S. Employer Identification No.)

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

         Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                   Name of each exchange on which
     to be so registered                   each class is to be registered
     -------------------                   ------------------------------

7.95% Series A Cumulative                         New York Stock Exchange
Redeemable Preferred Shares (No Par
Value per share) (Liquidation Preference
$25.00 per share)

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(c), check the following box. [X]

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(d), check the following box [ ]

         Securities  Act  registration  statement file number to which this form
relates:

         33-63687

         Securities to be registered pursuant to Section 12(g) of the Act:


         Not applicable.





Item 1.  Description of Registrant's Securities to be registered.

         The  information  set forth under the caption  "Description of Series A
Preferred  Shares" in the  Registrant's  Prospectus  Supplement dated October 1,
1997 and under the caption "Description of Preferred Shares" in the Registrant's
Prospectus  dated  November 7, 1995 filed with the Commission on October 2, 1997
under Rule 424(b)(2) as a form of prospectus used after the effectiveness of the
Registrant's  registration  statement on Form S-3  (Registration  No.  33-63687)
covering  the offer and sale of  shares  of the  class of the  securities  to be
registered hereby, is incorporated herein by reference.

Item 2.  Exhibits

         The exhibits to this  registration  statement are listed in the Exhibit
Index,  which  appears after the signature  page and is  incorporated  herein by
reference.


                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                      FEDERAL REALTY INVESTMENT TRUST


                                      By: /s/ M.J. Morrow
                                          ----------------------------------
                                      Name:  M.J. Morrow
                                      Title: Senior Vice President and Treasurer



                                  EXHIBIT INDEX


Exhibit Number                            Description
- --------------                            -----------

     4.1            Statement  of  Designations  for 7.95%  Series A  Cumulative
                    Redeemable   Preferred  Shares  (No  Par  Value  per  share)
                    (Liquidation  Preference $25.00 per share)  (incorporated by
                    reference to Exhibit 4 of the Registrant's Current Report on
                    Form 8-K filed  with  the Securities and Exchange Commission
                    on October 3, 1997_

     4.2            Form of Certificate of 7.95% Series A Cumulative Redeemable 
                    Preferred Shares (No Par Value per share)(Liquidation
                    Preference $25.00 per share)



              7.95% SERIES A CUMULATIVE REDEEMABLE PREFERRED SHARES

                                 (NO PAR VALUE)

SEE REVERSE SIDE FOR CERTAIN RESTRICTIONS                 CUSIP #_______________


THIS CERTIFIES THAT




is the owner of 4,000,000

fully  paid and  non-assessable  Series A  Preferred  Shares of  Federal  Realty
Investment Trust, a real estate investment trust organized under the laws of the
District of Columbia (the "Trust")  transferable  only on the books of the Trust
by the  holder  thereof  in  person  or by duly  authorized  Attorney  upon  the
surrender of this Certificate properly endorsed.

         The Preferred  Shares  evidenced by this  Certificate  are subject to a
Third Amended and Restated  Declaration of Trust,  as amended from time to time,
which Third  Amended and  Restated  Declaration  of Trust is filed and of record
under the laws of the  District of Columbia  and is hereby  incorporated  in and
made a part of this  Certificate.  The holder  hereof has no interest,  legal or
equitable,  in any specific property of the Trust. This Certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.

         WITNESS the facsimile seal of the Trust and the facsimile signatures of
its duly authorized officers.

DATED:



        Trustee                      Countersigned and Registered:
                                        American Stock Transfer & Trust Company,
                                                                  Transfer Agent
                                                                   and Registrar
 

        Vice President                                      Authorized Signature




                         FEDERAL REALTY INVESTMENT TRUST


THE THIRD AMENDED AND RESTATED  DECLARATION  OF TRUST ON FILE IN THE DISTRICT OF
COLUMBIA  SETS  FORTH  A  FULL  STATEMENT  OF  (A)  ALL  OF  THE   DESIGNATIONS,
PREFERENCES,  RIGHTS, VOTING POWERS,  RESTRICTIONS,  LIMITATION AS TO DIVIDENDS,
QUALIFICATIONS,  AND TERMS AND  CONDITIONS  OF  REDEMPTION,  AND OTHER  RELATIVE
RIGHTS OF THE SHARES OF EACH CLASS OF SHARES AUTHORIZED TO BE ISSUED AND (B) THE
AUTHORITY OF THE BOARD OF TRUSTEES TO ISSUE ANY  PREFERRED  OR SPECIAL  CLASS IN
SERIES,  THE  DIFFERENCES  IN THE RELATIVE  RIGHTS AND  PREFERENCES  BETWEEN THE
SHARES OF EACH SERIES TO THE EXTENT THEY HAVE BEEN SET AND THE  AUTHORITY OF THE
BOARD OF TRUSTEES  TO SET THE  RELATIVE  RIGHTS AND  PREFERENCES  OF  SUBSEQUENT
SERIES OF PREFERRED  SHARES.  THE TRUST WILL FURNISH A COPY OF SUCH STATEMENT TO
ANY HOLDER OF SHARES  WITHOUT  CHARGE ON  REQUEST TO THE TRUST AT ITS  PRINCIPAL
PLACE OF BUSINESS.

         The following  abbreviations,  when used in the inscription on the face
of this  certificate,  shall be construed a though they were written out in full
according to applicable laws or regulations:

TEN COM -- as tenants in common UNIF GIFT MIN ACT -- -------------------------------- (Cust.) (Minor) TEN ENT -- as tenant by the entireties JT TEN -- as joint tenants with the under Uniform Gifts to Minors Act right of survivorship and not as tenants in common --------------------------------- (State) UNIF TRF MIN ACT -- -------------------------------- (Cust.) (Minor) (until age _____________) under Uniform Transfers to Minors Act --------------------------------- (State) Additional abbreviations may be used though not in the above list
--------------------------------- (State) Additional abbreviations may be used though not in the above list. For Value Received, ____________________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE. - ------------------------------------------------- | | - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ------------------------------------------------------ Series A Preferred Shares represented by the within Certificate, and do hereby irrevocably constitute and appoint -------------------------------------------------------------------- ______________________________________________________________________ Attorney to transfer the said shares on the books of the within named Trust with full power of substitution in the premises. Dated ______________ _____________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the form of the Certificate in every particular, without alteration or enlargement or any change whatever.