Item 8.01 Other Events

On May 26, 2009, Federal Realty Investment Trust (the "Trust") issued a press release announcing that it had commenced a tender offer (the "Tender Offer") to purchase any and all of its outstanding 8.75% Senior Notes due 2009 (the "Notes"). The outstanding principal amount of the Notes is $163,855,000.

The terms of the Tender Offer include a consideration payable of $1,020 per $1,000 in principal amount of such Notes that are validly tendered and accepted for purchase, plus accrued and unpaid interest to, but not including, the date on which the Notes are purchased. The Tender Offer will expire at 5:00 p.m., New York City time, on Wednesday, June 3, 2009, unless extended by the Trust (the "Expiration Date"). Any such extension will be followed by a public announcement no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. Tendered Notes may be withdrawn prior to, but not after, the Expiration Date. The Trust intends to pay for all of the Notes purchased pursuant to the Tender Offer by utilizing cash on hand and its revolving credit facility.

A copy of the press release issued by the Trust on May 26, 2009 is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following Exhibits are included in the Form 8-K:

Exhibit Description of Exhibit
99.1 Press Release issued by the Trust on May 26, 2009

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