UNITED STATES

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): October 2, 2008

KITE REALTY GROUP TRUST

(Exact name of registrant as specified in its charter)

Maryland	1-32268	11-3715772
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification Number)

30 S. Meridian Street
Suite 1100
Indianapolis, IN		46204
(Address of principal executive offices)		(Zip Code)

(317) 577-5600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 2, 2008, Kite Realty Group Trust (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., Citigroup Global Markets Inc. and Banc of America Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to offer and sell 4,750,000 of its common shares of beneficial interest, par value $.01 per share. The closing of this offering is expected to occur on or about October 7, 2008. Pursuant to the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 712,500 common shares of the beneficial interest of the Company. Such option has not yet been exercised. The Company estimates that the net proceeds from this offering, before offering expenses, will be approximately $47.9 million or approximately $55.0 million if the Underwriters’ over-allotment option is exercised in full. The Company intends to use all of the net proceeds from this offering to repay borrowings under its unsecured revolving credit facility, upon which it expects to later draw to fund a portion of its development and redevelopment projects and future acquisitions, to repay outstanding indebtedness, and for working capital and other general corporate purposes.

The Company made certain customary representations, warranties and covenants concerning the Company and the registration statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Some of the Underwriters and their affiliates have engaged in investment banking and other commercial dealings in the ordinary course of business with the Company. Certain affiliates of Raymond James & Associates, Inc., Citigroup Global Markets Inc., Banc of America Securities LLC and KeyBanc Capital Markets Inc., four of the Underwriters, are currently lenders under the Company’s unsecured revolving credit facility and will therefore receive a portion of the net proceeds from this offering through the partial repayment of indebtedness under the credit facility.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

Exhibit No.		Description

1.1		Underwriting Agreement, dated October 2, 2008, by and among the Company, Kite Realty Group, L.P. and the underwriters named therein

5.1		Opinion of Hogan & Hartson L.L.P. regarding the legality of the common shares

8.1		Opinion of Hogan & Hartson L.L.P. regarding certain tax matters

23.1		Consent of Hogan & Hartson L.L.P. (included in Exhibits 5.1 and 8.1)

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.

	KITE REALTY GROUP TRUST


Date: October 6, 2008	By:	/s/ Daniel R. Sink

		Daniel R. Sink
		Executive Vice President, Chief Financial
		Officer and Treasurer

EXHIBIT INDEX

Exhibit No.		Description

1.1		Underwriting Agreement, dated October 2, 2008, by and among the Company, Kite Realty Group, L.P. and the underwriters named therein

5.1		Opinion of Hogan & Hartson L.L.P. regarding the legality of the common shares

8.1		Opinion of Hogan & Hartson L.L.P. regarding certain tax matters

23.1		Consent of Hogan & Hartson L.L.P. (included in Exhibits 5.1 and 8.1)