UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 18, 2019

 WASHINGTON REAL ESTATE

INVESTMENT TRUST

(Exact name of registrant as specified in its charter)

MARYLAND	001-06622	53-0261100
(State of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1775 EYE STREET, NW, SUITE 1000, WASHINGTON, DC 20006

(Address of principal executive office) (Zip code)

Registrant’s telephone number, including area code: (202) 774-3200

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Short-Term Incentive Plan

On March 18, 2019, the Compensation Committee (the “Committee”) and Board of Trustees of Washington Real Estate Investment Trust (the “Trust”) approved a written amendment to the Short-Term Incentive Plan (the “Plan”) to replace “Core FAD” with “Leasing Targets” (defined as the aggregate annual leasing target amount (measured in square feet of leasing space) as approved by the Committee for the performance period in question with respect to the office and retail properties of the Trust) as a performance metric under the Plan. The amendment is effective as of March 18, 2019, for performance periods beginning on or after January 1, 2019.

The description of the Plan provided herein is for summary purposes only and is qualified in its entirety by the full and complete Short-Term Incentive Plan, which is filed as Exhibit 10.47 to the Company's current report on Form 10-Q filed with the SEC on May 8, 2014, as amended, and is incorporated herein by reference.

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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.

			WASHINGTON REAL ESTATE INVESTMENT TRUST
			(Registrant)
			By:	/s/ W. Drew Hammond
				(Signature)
				W. Drew Hammond
				Vice President, Chief Accounting Officer
	March 22, 2019
	(Date)