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 (Date of earliest event reported) September 4, 2002



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



          Maryland                      1-07533                52-0782497
  --------------------------         ------------            -------------
(State or other jurisdiction         (Commission             (IRS Employer
of incorporation)                    File Number)            Identification No.)


  1626 East Jefferson Street, Rockville, Maryland                20852-4041
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  (Address of principal executive offices)                       (Zip Code)


         Registrant's telephone number including area code: 301/998-8100
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Item 5.           Other Events

                  Federal Realty Investment Trust hereby files as exhibit 99 the
following supplemental data.

                  99       Letter to Shareholders dated August 29, 2002



                                   SIGNATURES


                  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 hereunto duly authorized.


                                         FEDERAL REALTY INVESTMENT TRUST


                                         /s/ Larry E. Finger

Date:    September 4, 2002               _________________________________
                                         Larry E. Finger
                                         Senior Vice President,
                                         Chief Financial Officer and Treasurer

                                       -2-

August 29, 2002



Dear Shareholder:


As you may have read, on Monday August 19, 2002, a fire broke out at Santana
Row, Federal Realty's mixed-use development in San Jose, California. While the
fire was severe, it caused no loss of life or injury. Many stories, some correct
and others incorrect, about the Santana Row fire were reported in the local and
national media in the days following the incident. We want to take this
opportunity to provide you with the best information we have today about the
fire and its impact on the Santana Row development and Federal Realty Investment
Trust.

First, let us reiterate that Federal Realty Investment Trust remains on very
solid footing. Our strong second quarter 2002 operating results, reported on
August 12, demonstrated the strength and resiliency of our 58 community and
neighborhood shopping centers and 56 urban retail and mixed-use properties,
which in total represent $1.8 billion, or 85% of the Trust's real estate assets.
These robust operating results, in a difficult economic environment, once again
confirm Federal Realty's ownership of the premier shopping center portfolio in
the REIT universe.

With respect to the Santana Row fire, damage was isolated to building seven, one
of nine buildings comprising Phase I of the development. Located on the
southwest side of the property, building seven housed approximately 87,000
square feet of retail space (approximately 16% of the Phase I total) and 246
residential units (approximately 49% of the Phase I total). While the
residential space in building seven was damaged beyond repair, the damage to the
retail space appears to be limited to smoke and water damage.

Santana Row is well insured, with $250 million of builders risk insurance,
including up to one year of rent loss insurance and $52 million of liability
insurance through Zurich Insurance and Westchester Fire Insurance, both
well-respected insurance companies. The Trust's goal is to utilize the insurance
proceeds from the fire to rebuild a residential component to building seven.

Building seven's retail space was scheduled to open on September 19, 2002, while
the residential units were scheduled for delivery beginning in the first quarter
of 2003. As a result of the fire, the opening date for Santana Row has been
changed to November 7, 2002, with building seven anticipated to come on-line
some time after that.



Only one week has passed since the fire has been extinguished, and as a result
we don't yet have answers to all of the questions you might have. Our management
team remains committed to keeping all of the Trust's constituencies informed of
new developments as information comes available. Information will be updated
through widely distributed press releases, and will be available on Federal
Realty's web site (www.federalrealty.com).
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The Santana Row fire represents a short-term setback for the Trust, not unlike
many other challenges the Trust has faced in its 40 year history. As we have in
the past, we will overcome this challenge and emerge stronger in the process.
Federal Realty's growth prospects and future outlook are brighter than ever, and
as a result we remain confident in the Trust's ability to extend its 34 year
history of dividend increases, the longest such history in the REIT sector.

Thank you for your continued support.

Sincerely,




Steven J. Guttman                          Donald C. Wood
Chairman and Chief Executive Officer       President and Chief Operating Officer