content: UNITED STATES
  
                         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 26, 2004
  
                                ATLANTIC REALTY TRUST
                                ---------------------
               (Exact Name of Registrant as Specified in its Charter)
  
              MARYLAND                   0-27562                    13-3849655
              --------                   --------                   ----------
  (State or other jurisdiction of  (Commission File Number)       (I.R.S. Employer
           incorporation)                                      Identification No.)
  
  
                        747 THIRD AVENUE, NEW YORK, NY 10017
  
                      (Address of principal executive offices)
  
         Registrant's telephone number, including area code: (212) 355-1255
  
  
  
  
  <PAGE>
  
  
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
          On January 12, 2004, First Union Real Estate Equity and Mortgage
  Investments, an Ohio business trust ("FIRST UNION"), and Michael L. Ashner, the
  Chief Executive Officer of First Union (together with First Union, the "FIRST
  UNION GROUP"), filed a Statement of Beneficial Ownership on Schedule 13D (the
  "SCHEDULE 13D") pursuant to which the First Union Group reported, among other
  things, that it had made a formal proposal to Atlantic Realty Trust (the
  "TRUST") to merge the Trust with and into First Union or one of its subsidiaries
  (the "FIRST UNION PROPOSAL").
  
          Under the First Union Proposal, each share of beneficial interest in the
  Trust (a "TRUST SHARE") would receive aggregate consideration of $16.25 per
  Trust Share. Such amount would be payable, at the election of each shareholder
  of the Trust (a "TRUST SHAREHOLDER"), in cash or in exchange for First Union's
  Series A cumulative convertible redeemable preferred shares of beneficial
  interest (the "FIRST UNION PREFERRED SHARES") at a rate of 0.65 First Union
  Preferred Shares per Trust Share. In the event that Trust Shareholders holding
  more than 1,901,760 Trust Shares in the aggregate elect to receive First Union
  Preferred Shares, such Trust Shareholders would receive (i) a number of First
  Union Preferred Shares equal to (a) 0.65 multiplied by (b) a fraction, the
  numerator of which is 1,901,760 and the denominator of which is the total number
  of Trust Shares to be exchanged for First Union Preferred Shares and (ii) cash
  equal to (x) $16.25 multiplied by (y) a fraction, the numerator of which is the
  number of Trust Shares to be exchanged for First Union Preferred Shares less
  1,901,760 and the denominator of which is the number of Trust Shares to be
  exchanged for First Union Preferred Shares. The consideration payable would be
  subject to upward or downward adjustment based on the Trust's projected
  post-closing net cash balance, information obtained through First Union's due
  diligence process and any stock splits, issuances, repurchases,
  reclassifications and other transactions affecting the value of the Trust.
  
          On January 13, 2004, the Board of Trustees of the Trust (the "BOARD")
  held a meeting to discuss the First Union Proposal and the process it would
  undertake to evaluate it. The Board resolved to form a special committee of
  disinterested directors consisting of Messrs. Glickman, Blank and Pashcow (the
  "SPECIAL COMMITTEE") to consider any bona fide offer or acquisition proposal
  made for the Trust and to ensure that all reasonable steps are taken to maximize
  shareholder value while having regard to the Trust's existing contractual
  obligations. Among other things, the Board instructed the Special Committee to
  (i) review, negotiate and make recommendations to the Board with respect to the
  First Union Proposal, (ii) conduct such other investigation of the First Union
  Proposal, First Union and the Trust as may be necessary to determine whether the
  First Union Proposal is in the best interests of Trust Shareholders and (iii)
  investigate other strategic alternatives available to the Trust.
  
          On January 26, 2004, the Special Committee held an organizational
  meeting and commenced its evaluation of the First Union Proposal as directed by
  the Board. In addition, the Special Committee has retained an independent real
  estate brokerage firm to conduct a valuation of the Trust's sole asset, the
  Hylan Shopping Center located in Staten Island, New York.
  
  <PAGE>
  
          As of the date of this filing, the Special Committee has made no
  determination as to whether the Trust will or should engage in a transaction of
  the type contemplated by the First Union Proposal, whether on the terms of the
  First Union Proposal or otherwise, and there can be no assurance that the Trust
  will accept any acquisition proposal or that any such proposal, if accepted,
  will result in the consummation of a transaction.
  
  
  <PAGE>
  
  
                                     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.
  
                                           ATLANTIC REALTY TRUST
  
  
                                           By:/s/ Edwin R. Frankel
                                              --------------------------------
                                                 Edwin R. Frankel
                                                 Executive Vice President,
                                                 Chief Financial Officer,
                                                 Secretary and Principal
                                                 Financial and Accounting Officer
  
  January 27, 2004
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text: UNITED STATES
  
                         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 26, 2004
  
                                ATLANTIC REALTY TRUST
                                ---------------------
               (Exact Name of Registrant as Specified in its Charter)
  
              MARYLAND                   0-27562                    13-3849655
              --------                   --------                   ----------
  (State or other jurisdiction of  (Commission File Number)       (I.R.S. Employer
           incorporation)                                      Identification No.)
  
                        747 THIRD AVENUE, NEW YORK, NY 10017
  
                      (Address of principal executive offices)
  
         Registrant's telephone number, including area code: (212) 355-1255
  ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.
  
          On January 12, 2004, First Union Real Estate Equity and Mortgage
  Investments, an Ohio business trust ("FIRST UNION"), and Michael L. Ashner, the
  Chief Executive Officer of First Union (together with First Union, the "FIRST
  UNION GROUP"), filed a Statement of Beneficial Ownership on Schedule 13D (the
  "SCHEDULE 13D") pursuant to which the First Union Group reported, among other
  things, that it had made a formal proposal to Atlantic Realty Trust (the
  "TRUST") to merge the Trust with and into First Union or one of its subsidiaries
  (the "FIRST UNION PROPOSAL").
  
          Under the First Union Proposal, each share of beneficial interest in the
  Trust (a "TRUST SHARE") would receive aggregate consideration of $16.25 per
  Trust Share. Such amount would be payable, at the election of each shareholder
  of the Trust (a "TRUST SHAREHOLDER"), in cash or in exchange for First Union's
  Series A cumulative convertible redeemable preferred shares of beneficial
  interest (the "FIRST UNION PREFERRED SHARES") at a rate of 0.65 First Union
  Preferred Shares per Trust Share. In the event that Trust Shareholders holding
  more than 1,901,760 Trust Shares in the aggregate elect to receive First Union
  Preferred Shares, such Trust Shareholders would receive (i) a number of First
  Union Preferred Shares equal to (a) 0.65 multiplied by (b) a fraction, the
  numerator of which is 1,901,760 and the denominator of which is the total number
  of Trust Shares to be exchanged for First Union Preferred Shares and (ii) cash
  equal to (x) $16.25 multiplied by (y) a fraction, the numerator of which is the
  number of Trust Shares to be exchanged for First Union Preferred Shares less
  1,901,760 and the denominator of which is the number of Trust Shares to be
  exchanged for First Union Preferred Shares. The consideration payable would be
  subject to upward or downward adjustment based on the Trust's projected
  post-closing net cash balance, information obtained through First Union's due
  diligence process and any stock splits, issuances, repurchases,
  reclassifications and other transactions affecting the value of the Trust.
  
          On January 13, 2004, the Board of Trustees of the Trust (the "BOARD")
  held a meeting to discuss the First Union Proposal and the process it would
  undertake to evaluate it. The Board resolved to form a special committee of
  disinterested directors consisting of Messrs. Glickman, Blank and Pashcow (the
  "SPECIAL COMMITTEE") to consider any bona fide offer or acquisition proposal
  made for the Trust and to ensure that all reasonable steps are taken to maximize
  shareholder value while having regard to the Trust's existing contractual
  obligations. Among other things, the Board instructed the Special Committee to
  (i) review, negotiate and make recommendations to the Board with respect to the
  First Union Proposal, (ii) conduct such other investigation of the First Union
  Proposal, First Union and the Trust as may be necessary to determine whether the
  First Union Proposal is in the best interests of Trust Shareholders and (iii)
  investigate other strategic alternatives available to the Trust.
  
          On January 26, 2004, the Special Committee held an organizational
  meeting and commenced its evaluation of the First Union Proposal as directed by
  the Board. In addition, the Special Committee has retained an independent real
  estate brokerage firm to conduct a valuation of the Trust's sole asset, the
  Hylan Shopping Center located in Staten Island, New York.
  As of the date of this filing, the Special Committee has made no
  determination as to whether the Trust will or should engage in a transaction of
  the type contemplated by the First Union Proposal, whether on the terms of the
  First Union Proposal or otherwise, and there can be no assurance that the Trust
  will accept any acquisition proposal or that any such proposal, if accepted,
  will result in the consummation of a transaction.
  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.
  
                                           ATLANTIC REALTY TRUST
  
                                           By:/s/ Edwin R. Frankel
                                              --------------------------------
                                                 Edwin R. Frankel
                                                 Executive Vice President,
                                                 Chief Financial Officer,
                                                 Secretary and Principal
                                                 Financial and Accounting Officer
  
  January 27, 2004