May 25, 2006

Mail Stop 4561

VIA U.S. MAIL AND FAX 1-301-998-3700

Mr. Larry Finger
Executive Vice President, Chief Financial Officer and Treasurer
Federal Realty Investment Trust
1626 East Jefferson Street
Rockville, Maryland 20852


RE:	Federal Realty Investment Trust
Form 10-K for the year ended December 31, 2005
File no. 1-07533

Dear Mr. Finger:

We have reviewed your filing and have the following comments.  We
have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In our comments, we ask you to
provide us with information so we may better understand your
disclosure.  After reviewing this information, we may raise
additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10K for the year ended December 31, 2005

Item 6.  Selected Financial Data, page 30

1. We note that you have adjusted for gains on sales of assets in
calculating Adjusted EBITDA under the basis that it is a non-
recurring expense.  Please revise your disclosure appropriately as
Item 10(e)(ii)(B) of Regulation S-K does not permit you to smooth
earnings by identifying items as "non-recurring" that occur more
frequently than every two years.


Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, Property Revenues, page 39

2. We note in your results of operations discussion that your
operating expense recoveries increased from fiscal year 2004 to
2005.
We also note that actual recoverable expenses from 2004 to 2005
did
not materially change.  Please reconcile why your recoveries
increased at a greater rate than your actual recoverable expenses.
Please also explain to us why rental income increased so
significantly in the fourth quarter as compared to prior quarters.

Note 1.  Summary of Significant Accounting Policies, page F-10

3. We note your investment in Santana Row includes commercial
space,
rental space as well as condominiums that either have been sold or
are under construction.  Tell us and disclose your accounting
policy
as to the allocation of capitalized expenses as it relates to each
of
these projects.

*    *    *    *
As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
file your response on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

You may contact Kelly McCusker, Staff Accountant, at (202) 551-
3433
or the undersigned at (202) 551-3403 if you have questions.


						Sincerely,



      Steven Jacobs
      Branch Chief
Mr. Finger
Federal Realty Investment Trust
May 25, 2006
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