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): April 19, 2004
  
                                Atlantic Realty Trust
               (Exact Name of Registrant as Specified in its Charter)
  
              Maryland                   0-27562                      13-3849655
  (State or other jurisdiction of       (Commission             (I.R.S. Employer
              incorporation)            File Number)           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 April 19, 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 an amendment to the Statement of Beneficial Ownership on Schedule
  13D,  initially  filed on January  12,  2004,  pursuant to which the First Union
  Group reported, among other things, that it had amended its proposal to Atlantic
  Realty  Trust (the  "Trust") to merge the Trust with and into First Union or one
  of its subsidiaries (the "Amended First Union Proposal").
  
       The Amended First Union Proposal contemplates that each share of beneficial
  interest in the Trust (a "Trust Share") would receive aggregate consideration of
  $19.25 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 0.8 First
  Union  Preferred  Shares per Trust Share.  In the event that Trust  Shareholders
  holding more than 1,315,000 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) 0.8 multiplied by (b) a fraction,  the
  numerator of which is 1,315,000 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) $19.25 multiplied by (y) a fraction,  the numerator of which is the
  number of Trust Shares to be  exchanged  for First Union  Preferred  Shares less
  1,315,000  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 April 26, 2004, the Special Committee of the Board of Trustees formed to
  consider,  among other things,  any  acquisition  proposals for all of the Trust
  Shares or all or  substantially  all of the  Trust's  assets  held a meeting  to
  discuss the Amended  First Union  Proposal and the  progress of the  independent
  valuation of the Trust's sole asset, the Hylan Shopping Center located in Staten
  Island,  New York,  that was authorized at its meeting held on January 26, 2004.
  The Special  Committee  noted that it expected to receive the final  report from
  the independent  real estate  brokerage firm engaged to conduct the valuation on
  or about May 7, 2004 and that it was  uncertain  whether the  Special  Committee
  would have sufficient  time to evaluate such report and make its  recommendation
  with respect to the Amended First Union  Proposal prior to the expiration of the
  offer period for the Amended  First Union  Proposal on May 7, 2004. In addition,
  the Special Committee authorized the negotiation of the terms of engagement with
  and retention of an independent investment banking firm to estimate the value of
  the Trust's assets and provide other financial  advisory  services in connection
  with the  evaluation  of offers  to  acquire  all of the Trust  Shares or all or
  substantially  all of the Trust's  assets,  including  the  Amended  First Union
  Proposal.
  
       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
  
  
  <PAGE>
  
  
  Amended  First Union  Proposal,  whether on the terms of the Amended 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.
  
       On April 27, 2004,  the Trust issued a press  release  announcing  that its
  Board of Trustees declared a one-time return of capital of $3.25 per Trust Share
  which will be payable on May 19, 2004 to Trust Shareholders of record on May 10,
  2004. The complete text of the press release, dated April 27, 2004, is set forth
  as Exhibit 99.1 hereto and is incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
          99.1     Press Release, dated April 27, 2004.
  
  <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
  
  April 28, 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": "04760363"}, "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): April 19, 2004
  
                                Atlantic Realty Trust
               (Exact Name of Registrant as Specified in its Charter)
  
              Maryland                   0-27562                      13-3849655
  (State or other jurisdiction of       (Commission             (I.R.S. Employer
              incorporation)            File Number)           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 April 19, 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 an amendment to the Statement of Beneficial Ownership on Schedule
  13D,  initially  filed on January  12,  2004,  pursuant to which the First Union
  Group reported, among other things, that it had amended its proposal to Atlantic
  Realty  Trust (the  "Trust") to merge the Trust with and into First Union or one
  of its subsidiaries (the "Amended First Union Proposal").
  
       The Amended First Union Proposal contemplates that each share of beneficial
  interest in the Trust (a "Trust Share") would receive aggregate consideration of
  $19.25 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 0.8 First
  Union  Preferred  Shares per Trust Share.  In the event that Trust  Shareholders
  holding more than 1,315,000 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) 0.8 multiplied by (b) a fraction,  the
  numerator of which is 1,315,000 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) $19.25 multiplied by (y) a fraction,  the numerator of which is the
  number of Trust Shares to be  exchanged  for First Union  Preferred  Shares less
  1,315,000  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 April 26, 2004, the Special Committee of the Board of Trustees formed to
  consider,  among other things,  any  acquisition  proposals for all of the Trust
  Shares or all or  substantially  all of the  Trust's  assets  held a meeting  to
  discuss the Amended  First Union  Proposal and the  progress of the  independent
  valuation of the Trust's sole asset, the Hylan Shopping Center located in Staten
  Island,  New York,  that was authorized at its meeting held on January 26, 2004.
  The Special  Committee  noted that it expected to receive the final  report from
  the independent  real estate  brokerage firm engaged to conduct the valuation on
  or about May 7, 2004 and that it was  uncertain  whether the  Special  Committee
  would have sufficient  time to evaluate such report and make its  recommendation
  with respect to the Amended First Union  Proposal prior to the expiration of the
  offer period for the Amended  First Union  Proposal on May 7, 2004. In addition,
  the Special Committee authorized the negotiation of the terms of engagement with
  and retention of an independent investment banking firm to estimate the value of
  the Trust's assets and provide other financial  advisory  services in connection
  with the  evaluation  of offers  to  acquire  all of the Trust  Shares or all or
  substantially  all of the Trust's  assets,  including  the  Amended  First Union
  Proposal.
  
       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
  Amended  First Union  Proposal,  whether on the terms of the Amended 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.
  
       On April 27, 2004,  the Trust issued a press  release  announcing  that its
  Board of Trustees declared a one-time return of capital of $3.25 per Trust Share
  which will be payable on May 19, 2004 to Trust Shareholders of record on May 10,
  2004. The complete text of the press release, dated April 27, 2004, is set forth
  as Exhibit 99.1 hereto and is incorporated herein by reference.
  
  Item 7.  Financial Statements and Exhibits.
  
          99.1     Press Release, dated April 27, 2004.
  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
  
  April 28, 2004