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OMB Number 3235-0145
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Federal Realty Investment Trust
------------------------------------
(Name of Issuer)
Common
------
(Title of Class of Securities)
313747206
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ] (A fee is
not required only if the person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in prior coverage.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
SEC 1745 (2/92)
Page 1
SCHEDULE 13G
CUSIP No. 313747206 Page 2 of 4 Pages
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1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cohen & Steers Capital Management, Inc.
13-335336
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2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3) SEC USE ONLY
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4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER 5) SOLE VOTING POWER
OF 2,930,244
SHARES _____________________________________________________________
BENEFICIALLY 6) SHARED VOTING POWER
OWNED BY
EACH _____________________________________________________________
REPORTING 7) SOLE DISPOSITIVE POWER
PERSON 3,296,544
WITH _____________________________________________________________
8) SHARED DISPOSITIVE POWER
- -------------------------------------------------------------------------------
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,296,544
- -------------------------------------------------------------------------------
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
[ ]
- -------------------------------------------------------------------------------
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.70%
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12) TYPE OF REPORTING PERSON
IA
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2
SCHEDULE 13G Page 3 of 4
Item 1(a) Name of Issuer
Federal Realty Investment Trust
Item 1(b) Address of Issuer's Principal Executive Office
1626 East Jefferson Street
Rockville, MD 20852-4041
Item 2(a) Name of Person Filing
Cohen & Steers Capital Management, Inc.
Item 2(b) Address of Principal Business Office
757 Third Avenue
New York, New York 10017
Item 2(c) Citizenship
USA
Item 2(d) Title of Class of Securities
Common
Item 2(e) CUSIP Number
313747206
Item 3. If this statement is filed pursuant to Rule 13d-l(b), or
13d-2(b), check whether the person filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act
(e) [X] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-l(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section
240.13d-1(b)(l)(ii)(H)
Item 4 Ownership
(a) Amount of Shares Beneficially Owned 3,296,544
(b) Percent of Class 6.70%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct
the vote 2,930,244
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the
disposition of 3,296,544
(iv) shared power to dispose or to direct
the disposition of
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following. [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another Person
NA
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
NA
Item 8 Identification and Classification of Members of the Group
NA
Item 9 Notice of Dissolution of the Group
NA
Item 10 Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
Signature
- ---------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 17, 2004
/s/Robert Steers
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Signature
Robert H. Steers, Chairman
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Name and Title