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FILING UNDER RULE 424(b)(3) REGISTRATION FILE NO. 33-63687 PRICING SUPPLEMENT NO. 1 DATED JULY 30, 1997 (TO PROSPECTUS DATED NOVEMBER 7, 1995 AND PROSPECTUS SUPPLEMENT DATED APRIL 17, 1997) $200,000,000 FEDERAL REALTY INVESTMENT TRUST MEDIUM-TERM NOTES Principal amount: $8,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.82% Interest rate basis: N/A Stated Maturity: August 1, 2027 Commercial Paper Rate Specified Currency: U.S.$ Prime Rate Applicable Exchange Rate (if any): LIBOR U.S.$1.00 = N/A Treasury Rate Issue price (as a percentage of CD Rate principal amount): 100% Federal Funds Rate Selling Agent's commission (%): 0.625% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.375% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): August 1, 1997 Minimum Rate: N/A Trade Date: July 29, 1997 Initial Interest Rate: N/A Redemption Commencement Interest Reset Date(s): N/A Date (if any): N/A Interest Determination Date(s): N/A Optional Repayment: at the option of the Calculation Date(s): N/A holders of the Notes, at 100% of Interest Payment Dates: February 1, their principal amount, together August 1 with accrued interest to Regular Record Date(s): N/A August 1, 2007. Redemption prices (if any): The Redemption Price shall initially be N/A % of the principal amount of such Notes to be redeemed and shall decline (but not below par) on each anniversary of the Redemption Commencement Date by N/A % of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If such Notes are denominated in other than U.S. dollars, the applicable Foreign Currency Supplement is attached hereto. Additional terms: N/A As of the date of this Pricing Supplement, the aggregate initial public offering price (or its equivalent in other currencies) of the Debt Securities (as defined in the Prospectus) which have been sold (including the Notes to which this Pricing Supplement relates) is $130,000,000. "N/A" as used herein means "Not Applicable." "A/S" as used herein means "As stated in the Prospectus Supplement referred to above." GOLDMAN, SACHS & CO. FILING UNDER RULE 424(b)(3) REGISTRATION FILE NO. 33-63687 PRICING SUPPLEMENT NO. 1 DATED JULY 30, 1997 (TO PROSPECTUS DATED NOVEMBER 7, 1995 AND PROSPECTUS SUPPLEMENT DATED APRIL 17, 1997) $200,000,000 FEDERAL REALTY INVESTMENT TRUST MEDIUM-TERM NOTES Principal amount: $8,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.82% Interest rate basis: N/A Stated Maturity: August 1, 2027 Commercial Paper Rate Specified Currency: U.S.$ Prime Rate Applicable Exchange Rate (if any): LIBOR U.S.$1.00 = N/A Treasury Rate Issue price (as a percentage of CD Rate principal amount): 100% Federal Funds Rate Selling Agent's commission (%): 0.625% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.375% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): August 1, 1997 Minimum Rate: N/A Trade Date: July 29, 1997 Initial Interest Rate: N/A Redemption Commencement Interest Reset Date(s): N/A Date (if any): N/A Interest Determination Date(s): N/A Optional Repayment: at the option of the Calculation Date(s): N/A holders of the Notes, at 100% of Interest Payment Dates: February 1, their principal amount, together August 1 with accrued interest to Regular Record Date(s): N/A August 1, 2007. Redemption prices (if any): The Redemption Price shall initially be N/A % of the principal amount of such Notes to be redeemed and shall decline (but not below par) on each anniversary of the Redemption Commencement Date by N/A % of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If such Notes are denominated in other than U.S. dollars, the applicable Foreign Currency Supplement is attached hereto. Additional terms: N/A As of the date of this Pricing Supplement, the aggregate initial public offering price (or its equivalent in other currencies) of the Debt Securities (as defined in the Prospectus) which have been sold (including the Notes to which this Pricing Supplement relates) is $130,000,000. "N/A" as used herein means "Not Applicable." "A/S" as used herein means "As stated in the Prospectus Supplement referred to above." ALEX. BROWN & SONS INCORPORATED FILING UNDER RULE 424(b)(3) REGISTRATION FILE NO. 33-63687 PRICING SUPPLEMENT NO. 1 DATED JULY 30, 1997 (TO PROSPECTUS DATED NOVEMBER 7, 1995 AND PROSPECTUS SUPPLEMENT DATED APRIL 17, 1997) $200,000,000 FEDERAL REALTY INVESTMENT TRUST MEDIUM-TERM NOTES Principal amount: $8,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.82% Interest rate basis: N/A Stated Maturity: August 1, 2027 Commercial Paper Rate Specified Currency: U.S.$ Prime Rate Applicable Exchange Rate (if any): LIBOR U.S.$1.00 = N/A Treasury Rate Issue price (as a percentage of CD Rate principal amount): 100% Federal Funds Rate Selling Agent's commission (%): 0.625% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.375% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): August 1, 1997 Minimum Rate: N/A Trade Date: July 29, 1997 Initial Interest Rate: N/A Redemption Commencement Interest Reset Date(s): N/A Date (if any): N/A Interest Determination Date(s): N/A Optional Repayment: at the option of the Calculation Date(s): N/A holders of the Notes, at 100% of Interest Payment Dates: February 1, their principal amount, together August 1 with accrued interest to Regular Record Date(s): N/A August 1, 2007. Redemption prices (if any): The Redemption Price shall initially be N/A % of the principal amount of such Notes to be redeemed and shall decline (but not below par) on each anniversary of the Redemption Commencement Date by N/A % of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If such Notes are denominated in other than U.S. dollars, the applicable Foreign Currency Supplement is attached hereto. Additional terms: N/A As of the date of this Pricing Supplement, the aggregate initial public offering price (or its equivalent in other currencies) of the Debt Securities (as defined in the Prospectus) which have been sold (including the Notes to which this Pricing Supplement relates) is $130,000,000. "N/A" as used herein means "Not Applicable." "A/S" as used herein means "As stated in the Prospectus Supplement referred to above." FIRST UNION CAPITAL MARKETS CORP. FILING UNDER RULE 424(b)(3) REGISTRATION FILE NO. 33-63687 PRICING SUPPLEMENT NO. 1 DATED JULY 30, 1997 (TO PROSPECTUS DATED NOVEMBER 7, 1995 AND PROSPECTUS SUPPLEMENT DATED APRIL 17, 1997) $200,000,000 FEDERAL REALTY INVESTMENT TRUST MEDIUM-TERM NOTES Principal amount: $8,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.82% Interest rate basis: N/A Stated Maturity: August 1, 2027 Commercial Paper Rate Specified Currency: U.S.$ Prime Rate Applicable Exchange Rate (if any): LIBOR U.S.$1.00 = N/A Treasury Rate Issue price (as a percentage of CD Rate principal amount): 100% Federal Funds Rate Selling Agent's commission (%): 0.625% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.375% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): August 1, 1997 Minimum Rate: N/A Trade Date: July 29, 1997 Initial Interest Rate: N/A Redemption Commencement Interest Reset Date(s): N/A Date (if any): N/A Interest Determination Date(s): N/A Optional Repayment: at the option of the Calculation Date(s): N/A holders of the Notes, at 100% of Interest Payment Dates: February 1, their principal amount, together August 1 with accrued interest to Regular Record Date(s): N/A August 1, 2007. Redemption prices (if any): The Redemption Price shall initially be N/A % of the principal amount of such Notes to be redeemed and shall decline (but not below par) on each anniversary of the Redemption Commencement Date by N/A % of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If such Notes are denominated in other than U.S. dollars, the applicable Foreign Currency Supplement is attached hereto. Additional terms: N/A As of the date of this Pricing Supplement, the aggregate initial public offering price (or its equivalent in other currencies) of the Debt Securities (as defined in the Prospectus) which have been sold (including the Notes to which this Pricing Supplement relates) is $130,000,000. "N/A" as used herein means "Not Applicable." "A/S" as used herein means "As stated in the Prospectus Supplement referred to above." J.P. MORGAN & CO. FILING UNDER RULE 424(b)(3) REGISTRATION FILE NO. 33-63687 PRICING SUPPLEMENT NO. 1 DATED JULY 30, 1997 (TO PROSPECTUS DATED NOVEMBER 7, 1995 AND PROSPECTUS SUPPLEMENT DATED APRIL 17, 1997) $200,000,000 FEDERAL REALTY INVESTMENT TRUST MEDIUM-TERM NOTES Principal amount: $8,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.82% Interest rate basis: N/A Stated Maturity: August 1, 2027 Commercial Paper Rate Specified Currency: U.S.$ Prime Rate Applicable Exchange Rate (if any): LIBOR U.S.$1.00 = N/A Treasury Rate Issue price (as a percentage of CD Rate principal amount): 100% Federal Funds Rate Selling Agent's commission (%): 0.625% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.375% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): August 1, 1997 Minimum Rate: N/A Trade Date: July 29, 1997 Initial Interest Rate: N/A Redemption Commencement Interest Reset Date(s): N/A Date (if any): N/A Interest Determination Date(s): N/A Optional Repayment: at the option of the Calculation Date(s): N/A holders of the Notes, at 100% of Interest Payment Dates: February 1, their principal amount, together August 1 with accrued interest to Regular Record Date(s): N/A August 1, 2007. Redemption prices (if any): The Redemption Price shall initially be N/A % of the principal amount of such Notes to be redeemed and shall decline (but not below par) on each anniversary of the Redemption Commencement Date by N/A % of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount. If such Notes are denominated in other than U.S. dollars, the applicable Foreign Currency Supplement is attached hereto. Additional terms: N/A As of the date of this Pricing Supplement, the aggregate initial public offering price (or its equivalent in other currencies) of the Debt Securities (as defined in the Prospectus) which have been sold (including the Notes to which this Pricing Supplement relates) is $130,000,000. "N/A" as used herein means "Not Applicable." "A/S" as used herein means "As stated in the Prospectus Supplement referred to above." MERRILL LYNCH & CO.