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)
October 25, 2004

INVESTORS REAL ESTATE TRUST

(Exact name of registrant as specified in its charter)

North Dakota	0-14851	45-0311232
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
12 South Main Street
Minot, ND 58701
(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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

TABLE OF CONTENTS

	ITEM 8.01. OTHER EVENTS
SIGNATURES
Press Release

ITEM 8.01. OTHER EVENTS

     On October 25, 2004, Investors Real Estate Trust (IRET) issued a press release announcing the commencement of a “best efforts” offering of up to 1.5 million of its common shares of beneficial interest for $10.15 per share. The full text of the press release is set forth in Exhibit 99 attached hereto and is incorporated in this report as if fully set forth herein.

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.

INVESTORS REAL ESTATE TRUST (Registrant)
By:	/s/ Thomas A. Wentz, Sr.
	Thomas A. Wentz, Sr.
	President & Chief Executive Officer

Dated: October 26, 2004

2

EX-99

Exhibit 99

Investors Real Estate Trust (ticker: IRETS, exchange: NASDAQ) News Release — 10/25/04

INVESTORS REAL ESTATE TRUST COMMENCES OFFERING OF UP TO 1.5 MILLION OF ITS COMMON SHARES OF BENEFICIAL INTEREST

     MINOT, ND — Investors Real Estate Trust (NASDAQ: IRETS), or IRET, announced today that it is commencing the sale of up to 1,500,000 of its shares of beneficial interest, or common shares, which are the functional equivalent of common stock, having the rights and preferences normally associated with common stock. These common shares are being sold in a best efforts offering for $10.15 per share. The common shares are being issued by IRET in a new financing. The proceeds of the offering will be used for general business purposes, including the acquisition, development, renovation, expansion or improvement of income-producing properties.

     A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the securities of IRET, nor shall there be any sale or solicitation of an offer to buy these securities in any state in which such offer or solicitation would be unlawful prior to the registration or qualification under the securities laws of any such state.

     IRET is a self-advised equity real estate investment trust and its business consists of owning and operating income-producing multi-family residential and commercial properties located primarily in the upper Midwest states of Minnesota and North Dakota. Investors Real Estate Trust is based in Minot, North Dakota, and has an additional office in Minneapolis, Minnesota.

3