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): April 19, 2004

                              Atlantic Realty Trust
             (Exact Name of Registrant as Specified in its Charter)

            Maryland                   0-27562                      13-3849655
(State or other jurisdiction of       (Commission             (I.R.S. Employer
            incorporation)            File Number)           Identification No.)


                      747 Third Avenue, New York, NY 10017
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (212) 702-8561





Item 5.  Other Events and Regulation FD Disclosure.

     On April 19, 2004, First Union Real Estate Equity and Mortgage Investments,
an Ohio  business  trust  ("First  Union"),  and  Michael L.  Ashner,  the Chief
Executive  Officer of First Union  (together with First Union,  the "First Union
Group"), filed an amendment to the Statement of Beneficial Ownership on Schedule
13D,  initially  filed on January  12,  2004,  pursuant to which the First Union
Group reported, among other things, that it had amended its proposal to Atlantic
Realty  Trust (the  "Trust") to merge the Trust with and into First Union or one
of its subsidiaries (the "Amended First Union Proposal").

     The Amended First Union Proposal contemplates that each share of beneficial
interest in the Trust (a "Trust Share") would receive aggregate consideration of
$19.25 per Trust Share.  Such amount  would be payable,  at the election of each
shareholder  of the Trust (a "Trust  Shareholder"),  in cash or in exchange  for
First Union's Series A cumulative  convertible  redeemable  preferred  shares of
beneficial  interest (the "First Union Preferred Shares") at a rate of 0.8 First
Union  Preferred  Shares per Trust Share.  In the event that Trust  Shareholders
holding more than 1,315,000 Trust Shares in the aggregate elect to receive First
Union Preferred Shares,  such Trust  Shareholders  would receive (i) a number of
First Union Preferred Shares equal to (a) 0.8 multiplied by (b) a fraction,  the
numerator of which is 1,315,000 and the denominator of which is the total number
of Trust Shares to be exchanged for First Union  Preferred  Shares and (ii) cash
equal to (x) $19.25 multiplied by (y) a fraction,  the numerator of which is the
number of Trust Shares to be  exchanged  for First Union  Preferred  Shares less
1,315,000  and the  denominator  of which is the  number  of Trust  Shares to be
exchanged for First Union Preferred Shares.  The consideration  payable would be
subject  to  upward  or  downward  adjustment  based  on the  Trust's  projected
post-closing  net cash balance,  information  obtained through First Union's due
diligence    process   and   any   stock   splits,    issuances,    repurchases,
reclassifications and other transactions affecting the value of the Trust.

     On April 26, 2004, the Special Committee of the Board of Trustees formed to
consider,  among other things,  any  acquisition  proposals for all of the Trust
Shares or all or  substantially  all of the  Trust's  assets  held a meeting  to
discuss the Amended  First Union  Proposal and the  progress of the  independent
valuation of the Trust's sole asset, the Hylan Shopping Center located in Staten
Island,  New York,  that was authorized at its meeting held on January 26, 2004.
The Special  Committee  noted that it expected to receive the final  report from
the independent  real estate  brokerage firm engaged to conduct the valuation on
or about May 7, 2004 and that it was  uncertain  whether the  Special  Committee
would have sufficient  time to evaluate such report and make its  recommendation
with respect to the Amended First Union  Proposal prior to the expiration of the
offer period for the Amended  First Union  Proposal on May 7, 2004. In addition,
the Special Committee authorized the negotiation of the terms of engagement with
and retention of an independent investment banking firm to estimate the value of
the Trust's assets and provide other financial  advisory  services in connection
with the  evaluation  of offers  to  acquire  all of the Trust  Shares or all or
substantially  all of the Trust's  assets,  including  the  Amended  First Union
Proposal.

     As of  the  date  of  this  filing,  the  Special  Committee  has  made  no
determination  as to whether the Trust will or should engage in a transaction of
the type contemplated by the





Amended  First Union  Proposal,  whether on the terms of the Amended First Union
Proposal or otherwise,  and there can be no assurance that the Trust will accept
any acquisition proposal or that any such proposal, if accepted,  will result in
the consummation of a transaction.

     On April 27, 2004,  the Trust issued a press  release  announcing  that its
Board of Trustees declared a one-time return of capital of $3.25 per Trust Share
which will be payable on May 19, 2004 to Trust Shareholders of record on May 10,
2004. The complete text of the press release, dated April 27, 2004, is set forth
as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

        99.1     Press Release, dated April 27, 2004.





                                   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.


                                         ATLANTIC REALTY TRUST


                                         By: /s/Edwin R. Frankel
                                             ----------------------------------
                                             Edwin R. Frankel
                                             Executive Vice President,
                                             Chief Financial Officer,
                                             Secretary and Principal
                                             Financial and Accounting Officer

April 28, 2004

EX-99.1

                              ATLANTIC REALTY TRUST
                                747 THIRD AVENUE
                            NEW YORK, NEW YORK 10017
                                 (212) 355-1255

                              FOR IMMEDIATE RELEASE


           ATLANTIC REALTY TRUST ANNOUNCES ONE-TIME RETURN OF CAPITAL
           ----------------------------------------------------------



NEW YORK, NY, APRIL 27, 2004 - ATLANTIC  REALTY TRUST, A REAL ESTATE INVESTMENT

TRUST WHICH IS INCLUDED FOR  QUOTATION  ON THE NASDAQ SMALL CAP MARKET (ATLRS),

TODAY DECLARED A ONE-TIME RETURN OF CAPITAL TO ITS SHAREHOLDERS IN THE AMOUNT OF

$3.25 PER SHARE.  THE RETURN OF CAPITAL WILL BE EFFECTED BY MEANS OF A REDUCTION

IN CAPITAL OF APPROXIMATELY $11,500,000.  THE RETURN OF CAPITAL WILL BE PAYABLE

ON MAY 19, 2004 TO SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON MAY 10,

2004.  ATLANTIC'S  BOARD OF TRUSTEES  HAS  DECIDED  TO MAKE A RETURN OF CAPITAL

DISTRIBUTION AT THIS TIME NOW THAT THE ISSUES SURROUNDING THE INTERNAL REVENUE

SERVICE'S AUDIT OF THE RAMCO-GERSHENSON PROPERTIES TRUST FOR THE TAX YEARS 1991

TO 1995 HAVE BEEN SETTLED AND, AS A RESULT, ATLANTIC HAS BEEN ABLE TO ASSESS ITS

REMAINING   LIABILITIES UNDER ITS TAX INDEMNIFICATION   AGREEMENT  WITH  THE

RAMCO-GERSHENSON  PROPERTIES  TRUST.   ATLANTIC   EXPECTS  THAT  THE  ONE-TIME

DISTRIBUTION PAID FROM SURPLUS CAPITAL WILL QUALIFY AS A NON-TAXABLE  RETURN OF

CAPITAL TO THE EXTENT OF A SHAREHOLDER'S BASIS IN SHARES OF ATLANTIC.

SHAREHOLDERS ARE




ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISORS  REGARDING THE IMPLICATIONS OF

THE RETURN OF CAPITAL ON THEIR INDIVIDUAL CIRCUMSTANCES. FOR FURTHER INFORMATION

CONTACT EDWIN R. FRANKEL AT (212) 702-8561.