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): January 20, 2005

AGREE REALTY CORPORATION

(Exact name of Registrant as specified in its Charter)

Maryland
(State or other jurisdiction of
incorporation or organization) 1-12928
(Commission file number) 33-3148187
(I.R.S. Employer
Identification Number)

31850 Northwestern Highway, Farmington Hills, Michigan 48334
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (248) 737-4190

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:

¨ 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(c))

TABLE OF CONTENTS

Press Release, Dated January 20, 2005

Item 8.01  Other Events.

     Our management has identified a material weakness in our internal controls regarding the segregation of duties resulting solely from the fact that we do not have an accounting staff sufficient to enable us to comply with acceptable internal controls under Section 404 of Sarbanes-Oxley of 2002. At December 31, 2004, we only had seven employees, one of which was engaged full time in the financial reporting process. We are in the process of evaluating corrective measures. In addition, our audit committee is considering engaging third party consultants to perform periodic reviews of our financial reporting process. To date, management has not identified any other material weaknesses in our internal controls and procedures; however, no assurance can be given that additional weaknesses will not be identified by our independent public accountants during the attestation process.

     On January 20, 2005, we issued a press release announcing that we had priced a public offering of 1,000,000 shares of our common stock at an offering price of $28.88 per share resulting net proceeds of approximately $27.1 million. A copy of that press release is filed as Exhibit 99.1 to this report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

     (c) Exhibits

     99.1 Press release, dated January 20, 2005, related to issuance of shares of common stock

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.

Date: January 21, 2005

AGREE REALTY CORPORATION
By:	/s/ Kenneth R. Howe
	Kenneth R. Howe
	Chief Financial Officer

INDEX TO EXHIBITS

99.1  Press release, dated January 20, 2005, related to issuance of shares of common stock

EX-99.1

Exhibit 99.1

Agree Realty Corporation Announces
Sale of 1.0 Million Common Shares

Farmington Hills, Michigan, (January 20, 2005)—Agree Realty Corporation (NYSE: ADC) announced today that it has priced a public offering of 1,000,000 shares of its common stock at an offering price of $28.88 per share resulting in net proceeds of approximately $27.1 million. All shares were offered by the Company. Agree Realty intends to use the net proceeds from this offering to reduce outstanding indebtedness under its credit facility and for general corporate purposes. Raymond James & Associates, Inc. acted as the sole underwriter for the offering. The Company has also granted Raymond James & Associates, Inc. an over-allotment option to purchase an additional 150,000 shares of common stock.

The shares will be issued pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission. 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 other 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. Copies of the prospectus relating to these securities may be obtained, when available, from Raymond James & Associates, Inc., Attn: Prospectus Department, 880 Carillon Parkway, St. Petersburg, Florida 33716.

Agree Realty Corporation is engaged in the ownership, management and development of properties, which are primarily single tenant net leased properties and neighborhood community shopping centers, leased to retail tenants. The Company owns and operates a portfolio of 54 properties containing approximately 3.5 million square feet of gross leasable area, located in 14 states. The common stock of Agree Realty Corporation is listed on the New York Stock Exchange under the symbol ADC.

Statements included herein that state the Company’s or management’s intentions, hopes, beliefs, expectations or predictions of the future are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 which by their nature, involve known and unknown risks and uncertainties. The Company’s actual results, performance or achievements could differ materially from those expressed as implied by such statements. Reference is made to the Company’s regulatory filings with the Securities and Exchange Commission for information or factors, which may impact the Company’s performance.

Source: Agree Realty Corporation

Contact: Ken Howe of Agree Realty Corporation, (248) 737-4190