8-K

                       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


                                January 10, 1997
                Date of report (Date of earliest event reported)


                      PACIFIC REAL ESTATE INVESTMENT TRUST
               (Exact Name of Registrant as Specified in Charter)





       California                    0-8725                 94-1572930
(State or Other Jurisdiction       (Commission      (IRS Employer Identification
    of Incorporation)              File Number)                 No.)


                         1010 El Camino Real, Suite 210
                          Menlo Park, California 94025
                         (Address of Executive Offices)

                                 (415) 327-7147
               Registrant's telephone number, including area code

                                       None
          (Former Name or Former Address, If Changed Since Last Report)



Item 5.  Other Events

     On January 15, 1997, Pacific Real Estate Investment Trust, a California
trust ("PREIT"), announced in a Shareholder Letter and in a Joint Press Release
with Revenue Properties Company Limited ("RPC"), dated January 15, 1997, that it
has entered into a definitive merger agreement with Pan Pacific Development
(U.S.) Inc. ("Pan Pacific"), a wholly owned subsidiary of RPC.

     Pursuant to the agreement, Pan Pacific subsidiaries owning certain improved
real properties will merge with subsidiaries of a newly formed Maryland
corporation ("PAC REIT"), and PREIT will transfer its assets and its liabilities
to a PAC REIT subsidiary.  In the transaction, PAC REIT will issue approximately
57% of its outstanding shares to Pan Pacific and approximately 43% of its shares
to PREIT shareholders.  PAC REIT intends to continue to own and operate the
acquired properties as a real estate investment trust.  The transactions are
subject to the completion of regulatory proceedings, a favorable vote of the
PREIT shareholders and other conditions.


                                    SIGNATURE


     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.

Dated:  January 24, 1997

                                        PACIFIC REAL ESTATE INVESTMENT TRUST


                                        By:  /s/ Robert C. Gould
                                           -------------------------------------
                                              Robert C. Gould, Vice President



                                INDEX TO EXHIBITS

Exhibit No.                        Description
- -----------                        -----------
99.1                               Shareholder Letter dated January 15, 1997
99.2                               Joint Press Release dated January 15, 1997

EX-99.1

                                                                   Exhibit 99.1

PACIFIC REAL ESTATE INVESTMENT TRUST
1010 El Camino Real, Suite 210, Menlo Park , CA 94025    (415) 327-7147
                                                         (415) 327-8516

January 15, 1997

Dear Shareholder:

We are pleased to announce that Pacific Real Estate Investment Trust (PREIT) has
entered into a definitive merger agreement with Pan Pacific Development (U.S.)
Inc. ("Pan Pacific"), a wholly owned subsidiary of Revenue Properties Company
Limited ("RPC").  RPC is a Toronto-based corporation engaged in various segments
of the real estate industry, primarily those relating to shopping center and
residential income properties in Canada and the United States.

Pursuant to the agreement, Pan Pacific will cause the merger of two of its
subsidiaries with subsidiaries of a Maryland corporation ("PAC REIT"), which
will be the surviving entity, and PREIT will contribute its assets to a PAC REIT
subsidiary.  PAC REIT's retail portfolio will then consist of five shopping
centers, containing approximately 500,000 square feet.  On closing, PAC REIT
will issue approximately 57% of its outstanding shares to Pan Pacific and
approximately 43% of its shares to PREIT shareholders.

Closing is expected to occur during the second quarter of 1997.  After closing,
PAC REIT intends to apply for a listing on NASDAQ or on a United States stock
exchange and operate as a U.S. REIT.  It intends to expand in the San Francisco
region and northern California.

It is important to note, however, that consummation of the merger remains
subject to three major contingencies:

    1.   Successful resolution of the toxic issue at the El Portal Shopping
         Center in San Pablo;

    2.   An acceptable extension of the ground lease at King's Court Shopping
         Center in Los Gatos; and

    3.   Approval of the merger by the shareholders of PREIT after the above
contingencies are met.

We will provide more detailed information concerning the merger in the Proxy
Statement that we will prepare in connection with the Special Meeting of
Stockholders that will be scheduled to consider the proposed merger.  We expect
that the Proxy Statement will be mailed to you in approximately sixty days.

Sincerely,

Pacific Real Estate Investment Trust

/s/ Russell Collier                         /s/ Wilcox Patterson
- --------------------------                  ----------------------------------
Russell Collier                             Wilcox Patterson
Advisor                                     President of the Board of Trustees

EX-99.2

                                                                   Exhibit 99.2

Revenue Properties Company Limited      Pacific Real Estate Investment Trust
The Colonnade
Suite 300 131 Bloor Street West
Toronto, Ontario M5S 1R1
(416) 963-8100
(416) 963-8512


                               JOINT PRESS RELEASE

For:           Revenue Properties Company Limited
               Pacific Real Estate Investment Trust

Subject:       Agreement regarding Pacific Real Estate Investment Trust

Date:          January 15, 1997

Contact:       Stuart A. Tanz, Co-CEO, RPC, (619) 727-1002
               Russell E. Tanz, President and Co-CEO, RPC, (416) 963-8100
               Robert C. Gould, Vice President, PREIT, (415) 327-7147

- --------------------------------------------------------------------------------

Revenue Properties Company Limited ("RPC") and Pacific Real Estate Investment
Trust ("PREIT") announced today that Pan Pacific Development (U.S.) Inc.
("PPD"), a wholly owned subsidiary of RPC, PREIT and Pacific Real Estate
Investment Trust, Inc. ("PAC REIT"), a Maryland corporation, have entered into a
definitive merger agreement.

PPD, through two subsidiaries, owns Rosewood Shopping Center, a 50,000 sq. ft.
shopping center located in Santa Rosa, California, and Laguna Village Shopping
Centre, located in Sacramento, California, which upon its completion will total
120,000 sq. ft.

PREIT will contribute all its assets and liabilities including Monterey Plaza, a
183,000 sq. ft. shopping center in San Jose, California, a 40% controlling
interest in 79,000 sq. ft. shopping center known as King's Court Shopping Center
in Los Gatos, California, certain other small properties, including parcels of
developable land and a small portfolio of mortgages receivable.

Pursuant to the definitive agreement, PPD will cause the merger of its
subsidiaries with PAC REIT subsidiaries, and PREIT will contribute its assets to
a PAC REIT subsidiary.  PAC REIT's retail portfolio will then consist of five
shopping centers, containing approximately 500,000 sq. ft., with an estimated
net book value of approximately $67,700,000 U.S.  Closing is expected to occur
during the second quarter of 1997.

On closing, PAC REIT will issue 4,988,587 shares (being approximately 57% of its
outstanding shares) to PPD and 3,706,845 shares (being approximately 43%
thereof) to existing PREIT shareholders based on the relative values of the
equity contributed to PAC REIT.



After the closing, PAC REIT intends to apply for a listing on a United States
Stock Exchange and operate as a U.S. REIT.  It intends to expand in the San
Francisco region and northern California.  Completion of the transaction is
subject to certain conditions including regulatory approvals and approval by
PREIT's shareholders.

RPC is Toronto-based corporation engaged in various segments of the real estate
industry, primarily those relating to shopping centres and residential income
properties in Canada and the United States.

RPC is listed for trading on The Toronto Stock Exchange (symbol RPC) and on the
NASDAQ National Market (symbol RPCLF).