8-K

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):

September 28, 2009

INVESTORS REAL ESTATE TRUST

(Exact name of registrant as specified in its charter)

North Dakota	0-14851	45-0311232
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3015 16th Street SW, Suite 100

Minot, ND 58702-1988

(Address of principal executive offices, including zip code)

(701) 837-4738

(Registrant's telephone number, including area code)

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:

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

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

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

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

ITEM 7.01                      Regulation FD Disclosure

On September 28, 2009, the Company announced through a press release that it plans to sell 8,000,000 common shares of beneficial interest in an underwritten public offering.  This press release is furnished herewith as Exhibit 99.1.

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.

This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, and there shall not be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The sale of securities is being made only by means of a prospectus and related prospectus supplement.

Item 9.01                      Financial Statements and Exhibits

(d)   Exhibits

Exhibit
Number	Description
99.1	Press Release dated September 28, 2009

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.

INVESTORS REAL ESTATE TRUST

By:       /s/ Thomas A. Wentz, Jr

Thomas A. Wentz, Jr.

Senior Vice President & Chief Operating Officer

Date: September 28, 2009

EX-99.1

Exhibit 99.1

Press Release

News Release

For Immediate Release

INVESTORS REAL ESTATE TRUST ANNOUNCES PUBLIC

OFFERING OF 8,000,000 COMMON SHARES OF BENEFICIAL INTEREST

MINOT, ND—September 28, 2009—Investors Real Estate Trust (NASDAQ:  IRET), a real estate investment trust with a diversified portfolio of multi-family residential and commercial office, medical, industrial and retail properties located primarily in the upper Midwest (the “Company”), today announced plans to sell 8,000,000 newly-issued common shares of beneficial interest in an underwritten public offering pursuant to its effective registration statement previously filed with the Securities and Exchange Commission.   The Company expects to grant the underwriters a 30-day option to purchase up to an additional 1,200,000 common shares of beneficial interest at the public offering price to cover over-allotments, if any.

Robert W. Baird & Co. and RBC Capital Markets are the bookrunning managers for the offering.  Janney Montgomery Scott, D.A. Davidson & Co., and J.J.B. Hilliard, W.L. Lyons, LLC are co-managers.

The Company intends to use the net proceeds from the offering for general corporate purposes, including the acquisition, development, renovation, expansion or improvement of income-producing real estate properties and debt repayment.

A registration statement relating to these securities was filed with and declared effective by the Securities and Exchange Commission.  The offering is being made only by means of a prospectus and related prospectus supplement, copies of which may be obtained from:

Robert W. Baird & Co. Incorporated

Attn:  Syndicate Department

777 E. Wisconsin Avenue

Milwaukee, WI  53202

Tel.: (414) 765-3632

and

RBC Capital Markets Corporation

Three World Financial Center

200 Vesey Street, 9th Floor

New York, NY 10281

Tel: (212) 428-6670

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Disclosure Notice:

This press release contains “forward-looking statements” within the meaning of the federal securities laws.  The forward-looking statements in this press release are subject to numerous risks and uncertainties, including the risk that the offering may not be completed as described herein, or at all.

Contact:

Michelle R. Saari

Investors Real Estate Trust

3015 16th Street SW, Suite 100

Minot, ND 58702-1988

701.837.4738 tel.

701.838.8875 fax

info@iret.com e-mail