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
Date of Report:  May 5, 1999



                        FEDERAL REALTY INVESTMENT TRUST
                        -------------------------------
            (Exact name of registrant as specified in its charter)



     District of Columbia           1-7533                52-0782497
- ---------------------------------------------------------------------------
(State or other jurisdiction      (Commission          (I.R.S. Employer
     of incorporation)            File Number)        Identification No.)



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


Registrant's telephone number, including area code: 301/998-8100

Exhibit Index appears on page 3.

                                       1

 
Item 4.  Changes in Registrant's Certifying Accountant

(a)  On May 5, 1999, Federal Realty Investment Trust (the "Registrant")
     appointed the accounting firm of Arthur Andersen LLP as independent
     accountants to replace Grant Thornton LLP, which was dismissed effective
     the same date. The Registrant's Board of Trustees approved the decision to
     change independent accountants upon the recommendation of the Registrant's
     Audit Committee. During the Registrant's two most recent fiscal years and
     interim period subsequent to December 31, 1998, the Registrant has not
     consulted with Arthur Andersen LLP regarding the application of accounting
     principles to a specified transaction, the type of audit opinion that might
     be rendered on the Registrant's financial statements, or any matter that
     was either the subject of a disagreement or a reportable event.

(b)  During the Registrant's two most recent fiscal years and interim period
     subsequent to December 31, 1998, there were no disagreements with Grant
     Thornton LLP on any matter of accounting principles or practices, financial
     statement disclosure or auditing scope or procedure, and there were no
     reportable events.


(c)  The reports issued by Grant Thornton LLP on the financial statements for
     the past two fiscal years of the Registrant contained no adverse opinion or
     disclaimer of opinion, and were not qualified as to uncertainty, audit
     scope or accounting principles.


(d)  The Registrant has provided Grant Thornton LLP with a copy of this
     disclosure and has requested that Grant Thornton LLP furnish it with a
     letter addressed to the Commission stating whether or not it agrees with
     the above statements. A copy of such letter is filed as an exhibit to this
     Form 8-K.


Item 7.  Financial Statements and Exhibits


     (c) Exhibits.
         -------- 

         16.1   Letter from Grant Thornton LLP



                                  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

 

Date:  May 10, 1999                  By:  /s/ Cecily A. Ward
                                          ------------------
                                          Cecily A. Ward
                                          Vice President, Controller

                                       2

 
                                 EXHIBIT INDEX


Exh. No.  Exhibit                          Page No.
- --------  -------                          --------

16.1      Letter from Grant Thornton LLP       4

                                       3

EX-16.1

 
                                                                    EXHIBIT 16.1


     [LETTERHEAD OF GRANT THORNTON LLP]


May 10, 1999


Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC  20459

Dear Sir/Madam:

We have read and agree with the comments relating to Grant Thornton LLP in Item
4 of Form 8-K for Federal Realty Investment Trust dated May 5, 1999.

Very truly yours,


/s/ Grant Thornton LLP
_______________________________

Grant Thornton LLP