FILING UNDER RULE 424(b)(3) REGISTRATION FILE NO. 33-63687 PRICING SUPPLEMENT NO. 2 DATED MARCH 6, 1998 (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: $13,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.74% Interest rate basis: N/A Stated Maturity: March 10, 2004 Commercial Paper Rate Specified Currency: U.S.$ 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 (%): 0.55% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.45% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): March 10, 1998 Minimum Rate: N/A Trade Date: March 5, 1998 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: N/A Calculation Date(s): N/A Interest Payment Dates: March 30, September 30 Regular Record Date(s): N/A Agent acting in the capacity as indicated below: [_] As Agent [X] As Principal 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 $169,500,000. "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. 2 DATED MARCH 6, 1998 (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: $8,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.74% Interest rate basis: N/A Stated Maturity: March 10, 2004 Commercial Paper Rate Specified Currency: U.S.$ 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 (%): 0.55% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.45% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): March 10, 1998 Minimum Rate: N/A Trade Date: March 5, 1998 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: N/A Calculation Date(s): N/A Interest Payment Dates: March 30, September 30 Regular Record Date(s): N/A Agent acting in the capacity as indicated below: [_] As Agent [X] As Principal 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 $169,500,000. "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. 2 DATED MARCH 6, 1998 (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: $5,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.74% Interest rate basis: N/A Stated Maturity: March 10, 2004 Commercial Paper Rate Specified Currency: U.S.$ 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 (%): 0.55% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.45% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): March 10, 1998 Minimum Rate: N/A Trade Date: March 5, 1998 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: N/A Calculation Date(s): N/A Interest Payment Dates: March 30, September 30 Regular Record Date(s): N/A Agent acting in the capacity as indicated below: [_] As Agent [X] As Principal 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 $169,500,000. "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. 2 DATED MARCH 6, 1998 (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: $8,000,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.74% Interest rate basis: N/A Stated Maturity: March 10, 2004 Commercial Paper Rate Specified Currency: U.S.$ 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 (%): 0.55% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.45% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): March 10, 1998 Minimum Rate: N/A Trade Date: March 5, 1998 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: N/A Calculation Date(s): N/A Interest Payment Dates: March 30, September 30 Regular Record Date(s): N/A Agent acting in the capacity as indicated below: [X] As Agent [_] As Principal 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 $169,500,000. "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. 2 DATED MARCH 6, 1998 (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: $5,500,000 Floating Rate Notes: N/A Interest Rate (if fixed rate): 6.74% Interest rate basis: N/A Stated Maturity: March 10, 2004 Commercial Paper Rate Specified Currency: U.S.$ 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 (%): 0.55% Other: Purchasing Agent's discount Index Maturity: N/A or commission (%): N/A Spread: N/A Net proceeds to the Company (%): 99.45% Spread Multiplier: N/A Settlement date (original Maximum Rate: N/A issue date): March 10, 1998 Minimum Rate: N/A Trade Date: March 5, 1998 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: N/A Calculation Date(s): N/A Interest Payment Dates: March 30, September 30 Regular Record Date(s): N/A Agent acting in the capacity as indicated below: [_] As Agent [X] As Principal 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 $169,500,000. "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.