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: February 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 of incorporation (Commission File Number) (IRS Employer 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 final prospectus supplement dated January 30, 1997 to its final prospectus dated November 7, 1995 (Registration No. 33-63687) filed with the Securities and Exchange Commission on January 30, 1997 and relating to the Trust's offering of 3,000,000 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: February 3, 1997 - 2 - EXHIBIT INDEX ITEM NO. PAGE NO. 5 Opinion regarding Legality 23 Consent of Counsel (included in the opinion) - 3 -





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



                                     February 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 January 30, 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 3,000,000 common shares
of beneficial interest, no par or stated value ("Shares") pursuant to a Purchase
Agreement,  dated January 30, 1997 (the "Purchase  Agreement") between the Trust
and Merrill Lynch Growth Fund.

     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:





Federal Realty Investment Trust
February 3, 1997
Page 2



     The  Shares  have been  duly  authorized  by the  Trust and when  delivered
against payment therefor as contemplated in the Purchase  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 February 3, 1997.

                                       Very truly yours,

                                       KIRKPATRICK & LOCKHART LLP


                                       By: /s/ Simon M. Nadler
                                           -------------------------
                                           Simon M. Nadler