On April 30, 2009, Washington Real Estate Investment Trust ("WRIT") entered into an Underwriting Agreement (the "Underwriting Agreement") with Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., and Raymond James & Associates, Inc. as representatives of the several underwriters named therein (collectively, the "Underwriters"), in connection with the offer and sale of 5,000,000 of WRIT's common shares of beneficial interest (the "Shares"). In addition to the Shares, WRIT granted the Underwriters an over-allotment option to purchase up to an additional 750,000 shares.

WRIT and the Underwriters intend to consummate the sale and purchase of the Shares pursuant to the Underwriting Agreement on May 5, 2009.

The Shares are described in WRIT's prospectus supplement dated April 30, 2009 (the "Prospectus Supplement"), which supplements WRIT's prospectus dated August 28, 2008 filed with the Securities and Exchange Commission (the "SEC") pursuant to a Registration Statement on Form S-3 (File No. 333-136921), filed with the SEC (the "Registration Statement"). The Prospectus Supplement was filed with the SEC on April 30, 2009, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

In connection with the offering of the Shares, WRIT is filing certain exhibits as part of this Form 8-K that are incorporated by reference in their entirety in the Registration Statement.

(c) Exhibits

The following exhibits are filed with this report on Form 8-K:

Exhibit No.       Description
 1.1              Underwriting Agreement, dated April 30, 2009, by and among
                  Washington Real Estate Investment Trust and Wachovia Capital
                  Markets, LLC, Citigroup Global Markets Inc., and Raymond James &
                  Associates, Inc. as representatives of the several underwriters,
                  in connection with the offer and sale of up to 5,750,000 common
                  shares of beneficial interest.

 5.1              Opinion of Arent Fox LLP in connection with the Shares.

23.1              Consent of Arent Fox LLP (included in Exhibit 5.1).