On August 28, 2008, Washington Real Estate Investment Trust ("WRIT") entered into a Sales Agency Financing Agreement ("Agreement") with BNY Mellon Capital Markets, LLC ("BNYMCM"). Subsequent to entering into the Agreement, WRIT replaced its expiring shelf registration statement on Form S-3 (File No. 333-136921) by filing a new shelf registration statement on Form S-3 (File No. 333-160664). On August 13, 2009, WRIT and BNYMCM executed Amendment No. 1 to the Agreement, which is effective as of August 3, 2009, to reflect the filing of the new registration statement, a new prospectus dated July 17, 2009 and a new prospectus supplement dated August 3, 2009.

(c) Exhibits

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

Exhibit No.     Description
    1.1         Sales Agency Financing Agreement dated August 28, 2008 between WRIT
                and BNY Mellon Capital Markets, LLC.

    1.2         Amendment No. 1 to Sales Agency Financing Agreement dated August
                13, 2009.

    5.1         Opinion of Arent Fox LLP.

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