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): August 3, 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) 702-8561
  
  
  <PAGE>
  
  Item 5.  Other Events and Regulation FD Disclosure.
  
           On August 3, 2004, Atlantic Realty Trust, a Maryland real estate
  investment trust (the "TRUST"), on the one hand, and Kimco Realty Corporation, a
  Maryland corporation ("KRC"), Kimco Realty Services, Inc., a Delaware
  corporation ("KRS") and Milton Cooper ("COOPER") on the other hand (each of KRC,
  KRS and Cooper, are referred to collectively as "KIMCO") entered into a Third
  Amended and Restated Standstill Agreement (the "AMENDED STANDSTILL AGREEMENT")
  in the form attached hereto as Exhibit 99.1.
  
           The Trust entered into the Amended Standstill for the sole purpose of
  permitting Kimco to purchase in a private transaction up to 235,150 shares of
  the Trust owned by First Union Real Estate Equity and Mortgage Investments and
  Michael and Susan Ashner (the "FIRST UNION/ASHNER PURCHASES"). As a result of
  the Amended Standstill Agreement and assuming Kimco consummates the First
  Union/Ashner Purchases (which, based on First Union's most recent Form 13D
  amendment, this has occurred), Kimco will be permitted to own up to 39.61% of
  the outstanding shares of the Trust. Consistent with the prior standstill
  agreements, Kimco has also agreed in the Amended Standstill Agreement to vote
  any shares that it holds in excess of 9.8% of the outstanding shares in
  accordance with the recommendation of the board of trustees of the Trust.
  
           The description of the Standstill Agreement contained herein is
  qualified in its entirety by reference to the form of Standstill Agreement
  attached hereto as Exhibit 99.1.
  
  Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
           99.1 Form of Standstill Agreement, dated as of August 3, 2004, by and
  among the Trust and Kimco.
  
  
  
  <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
  
  
  August 6, 2004
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metadata_filer: {"company-data": {"conformed-name": "ATLANTIC REALTY TRUST", "cik": "0000948975", "assigned-sic": "6798", "irs-number": "133849655", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27198", "film-number": "04957274"}, "business-address": {"street1": "747 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2123551255"}, "mail-address": {"street1": "747 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
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): August 3, 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) 702-8561
  Item 5.  Other Events and Regulation FD Disclosure.
  
           On August 3, 2004, Atlantic Realty Trust, a Maryland real estate
  investment trust (the "TRUST"), on the one hand, and Kimco Realty Corporation, a
  Maryland corporation ("KRC"), Kimco Realty Services, Inc., a Delaware
  corporation ("KRS") and Milton Cooper ("COOPER") on the other hand (each of KRC,
  KRS and Cooper, are referred to collectively as "KIMCO") entered into a Third
  Amended and Restated Standstill Agreement (the "AMENDED STANDSTILL AGREEMENT")
  in the form attached hereto as Exhibit 99.1.
  
           The Trust entered into the Amended Standstill for the sole purpose of
  permitting Kimco to purchase in a private transaction up to 235,150 shares of
  the Trust owned by First Union Real Estate Equity and Mortgage Investments and
  Michael and Susan Ashner (the "FIRST UNION/ASHNER PURCHASES"). As a result of
  the Amended Standstill Agreement and assuming Kimco consummates the First
  Union/Ashner Purchases (which, based on First Union's most recent Form 13D
  amendment, this has occurred), Kimco will be permitted to own up to 39.61% of
  the outstanding shares of the Trust. Consistent with the prior standstill
  agreements, Kimco has also agreed in the Amended Standstill Agreement to vote
  any shares that it holds in excess of 9.8% of the outstanding shares in
  accordance with the recommendation of the board of trustees of the Trust.
  
           The description of the Standstill Agreement contained herein is
  qualified in its entirety by reference to the form of Standstill Agreement
  attached hereto as Exhibit 99.1.
  
  Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
  
           99.1 Form of Standstill Agreement, dated as of August 3, 2004, by and
  among the Trust and Kimco.
  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
  
  August 6, 2004