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): January 16, 1998
Washington Real Estate Investment Trust
(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-6622 53-0261100
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification
of Incorporation) Number)
10400 Connecticut Ave., Kensington, Maryland 20895
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (301) 929-5900
Item 5. Other Events.
On January 16, 1998, Washington Real Estate Investment Trust entered
into a Distribution Agreement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, BT Alex. Brown Incorporated, First Chicago Capital Markets,
Inc. and Salomon Brothers Inc with respect to the public sale, from time to
time, of up to $135,546,875 of the Trust's Medium Term Notes (the "Notes").
Attached hereto as exhibits are copies of the Distribution Agreement and the
forms of the Notes.
Item 7. Exhibits.
1. Distribution Agreement dated January 16, 1998 between Washington
Real Estate Investment Trust and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, BT Alex. Brown Incorporated, First Chicago Capital Markets,
Inc. and Salomon Brothers Inc
4.(a). Form of Fixed Rate Notes
4.(b). Form of Floating Rate Notes
23.(a). Consent of Stoy, Malone & Company, P.C.
23.(b). Consent of McGladrey & Pullen, LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Washington Real Estate Investment Trust
By: /s/ Laura M. Franklin
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Title: Vice President and Chief
Accounting Officer
Dated: January 16, 1998