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): November 1, 1996




                       FIRST WASHINGTON REALTY TRUST, INC.

             (Exact name of registrant as specified in its Charter)

         State of Maryland              0-25230               52-1879972
   (State or other jurisdiction   (Commission File No.)    (I.R.S. Employer
         of incorporation)                                Identification No.)



                             4350 East-West Highway
                                    Suite 400
                            Bethesda, Maryland 20814

              (Address of principal executive offices) (Zip Code)




       Registrant's telephone number, including area code: (301) 907-7800




                                    No Change
          (Former name or former address, if changed since last report)






ITEM 5.           OTHER EVENTS

         On  November 1, 1996,  First  Washington  Realty  Trust,  Inc.  ("First
Washington")  filed a  registration  statement  with the Securities and Exchange
Commission  (SEC) for a proposed  public offering of shares of its common stock.
All shares offered are to be issued and sold by First  Washington.  The managing
underwriters  of the offering  are Alex.  Brown & Sons  Incorporated,  Friedman,
Billings,  Ramsey & Co.,  Inc. and Tucker  Anthony  Incorporated.  The estimated
maximum  aggregate  offering  price for the  shares of common  stock  offered is
approximately  $37,000,000,  including the underwriter's  over-allotment option.
Net  proceeds  from  the  offering  will  be used to  fund  the  acquisition  of
additional  neighborhood shopping centers with respect to which First Washington
or its  affiliates  has  recently  entered  into  agreements,  the  expansion of
existing centers, and the reduction of certain mortgage financing.

         First   Washington   has  entered  into   agreements   to  acquire  six
neighborhood  shopping centers.  The centers have an aggregate purchase price of
approximately  $53,000,000 and add  approximately  626,000 gross leasable square
feet to the  Company's  existing  portfolio.  The centers are all located in the
Mid-Atlantic  States and include:  Newtown Square,  a 138,000 square foot center
located in suburban  Philadelphia,  Pennsylvania;  City Line Shopping  Center, a
154,000 square foot shopping center also located in Philadelphia,  Pennsylvania;
Shoppes of Graylyn, a 66,000 square foot center located in Wilmington, Delaware;
Northway  Shopping  Center,  a 91,000  square foot  shopping  center  located in
Millersville,  Maryland; Kings Park Shopping Center, a 76,000 square foot center
located in Burke, Virginia, and Four Mile Fork Shopping Center, a 101,000 square
foot center located in  Fredericksburg,  Virginia.  Each of the  acquisitions is
subject to the  satisfactory  completion of standard due diligence.  Each of the
centers is  currently  owned by a separate  party,  and all of the  closings are
scheduled to be completed over the next 90 days.

         A registration  statement relating to the shares offered has been filed
with the SEC but has not yet become effective.  These shares may not be sold nor
may  offers  to buy be  accepted  prior to the time the  registration  statement
becomes  effective.  This announcement  shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the shares in
any state in which such offer,  solicitation,  or sale would be lawful  prior to
registration  or  qualification  under the  securities  laws of any such  state.
Copies of the  prospectus  relating to the offering will be available from Alex.
Brown & Sons Incorporated, 13 East Baltimore Street, Baltimore, Maryland 21202.







                                    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.


                                             FIRST WASHINGTON REALTY TRUST, INC.
                                                                    (Registrant)





                                               By:      /s/Jeffrey S. Distenfeld
                                                           Jeffrey S. Distenfeld
                                          Senior Vice President, General Counsel




Date: November 5, 1996