content: ================================================================================
  
  
  
  
                         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
  
  
                                    APRIL 22, 2005
                              -------------------------
                  Date of report (Date of earliest event reported)
  
  
  
  
                                ATLANTIC REALTY TRUST
               (Exact name of registrant as specified in its charter)
  
  
             MARYLAND                 0-27562                13-3849655
     -----------------------  -----------------------  --------------------------
         (State or other      (Commission File Number)    (I.R.S. Employer
         jurisdiction of                                Identification Number)
          incorporation)
  
  
          747 THIRD AVENUE, NEW YORK, NY                         10017
         -----------------------------------------------------------------
         (Address of principal executive offices)               (Zip Code)
  
  
  
      Registrant's Telephone Number, including area code        212-702-8561
      ----------------------------------------------------------------------
  
  
  
      ----------------------------------------------------------------------
           Former name or former address, if changed since last report)
  
  
  
  ================================================================================
  
  
  <PAGE>
  
  
  ITEM 8.    OTHER EVENTS.
  
       On April 22, 2005, Atlantic Realty Trust (the "Trust") received a letter
  from Ramco-Gershenson Properties Trust (formerly known as RPS Realty Trust,
  "Ramco") stating that Ramco had received a 30-day Letter (the "30-day Letter")
  from the Internal Revenue Service (the "IRS") covering the years 1996 and 1997.
  The 30-day Letter takes the position that Ramco should be disqualified as a real
  estate investment trust ("REIT") for 1996 and 1997 and disallows certain claimed
  deductions of Ramco. Because the Trust is a successor to Ramco for REIT tax
  qualification purposes, there is a risk that if the IRS' position is sustained,
  the Trust's status as a REIT could be jeopardized. The facts presented raise
  complex issues, many of which are issues of first impression and therefore the
  outcome cannot be predicted with certainty. While there can be no assurance,
  outside tax counsel has advised the Trust that, based on the facts known to
  date, the IRS position on Ramco's REIT status is incorrect and moreover, the
  possible disqualification of Ramco as a REIT should not result in any material
  tax liability for the Trust. The letter from Ramco also stated that Ramco might
  seek indemnification from the Trust with regard to the 1996 year pursuant to the
  Tax Agreement dated as of May 10, 1996 by and between Ramco and the Trust. While
  there can be no assurance, counsel advises that the Trust does not have any
  obligation to make any payment to or indemnify Ramco in any manner for any tax,
  interest or penalty set forth in the 30-day Letter.
  
  
                                          2
  
  
  <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
  
  
  
  Date: May 11, 2005                        By: /S/ Edwin R. Frankel
                                                --------------------
                                                Name: Edwin R. Frankel
                                               Title: Executive Vice President,
                                                      Chief Financial
                                                      Officer, Secretary and
                                                      Principal Financial
                                                      and Accounting Officer
  
  
                                          3
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER     DESCRIPTION
  
    1.1      Press Release issued by the Company on May 11, 2005
  
  
                                          4
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e340376v7.txt", "secsgml_size_bytes": 4452}]
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": "05822055"}, "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: ================================================================================
  
                         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
  
                                    APRIL 22, 2005
                              -------------------------
                  Date of report (Date of earliest event reported)
  
                                ATLANTIC REALTY TRUST
               (Exact name of registrant as specified in its charter)
  
             MARYLAND                 0-27562                13-3849655
     -----------------------  -----------------------  --------------------------
         (State or other      (Commission File Number)    (I.R.S. Employer
         jurisdiction of                                Identification Number)
          incorporation)
  
          747 THIRD AVENUE, NEW YORK, NY                         10017
         -----------------------------------------------------------------
         (Address of principal executive offices)               (Zip Code)
  
      Registrant's Telephone Number, including area code        212-702-8561
      ----------------------------------------------------------------------
  
      ----------------------------------------------------------------------
           Former name or former address, if changed since last report)
  
  ================================================================================
  ITEM 8.    OTHER EVENTS.
  
       On April 22, 2005, Atlantic Realty Trust (the "Trust") received a letter
  from Ramco-Gershenson Properties Trust (formerly known as RPS Realty Trust,
  "Ramco") stating that Ramco had received a 30-day Letter (the "30-day Letter")
  from the Internal Revenue Service (the "IRS") covering the years 1996 and 1997.
  The 30-day Letter takes the position that Ramco should be disqualified as a real
  estate investment trust ("REIT") for 1996 and 1997 and disallows certain claimed
  deductions of Ramco. Because the Trust is a successor to Ramco for REIT tax
  qualification purposes, there is a risk that if the IRS' position is sustained,
  the Trust's status as a REIT could be jeopardized. The facts presented raise
  complex issues, many of which are issues of first impression and therefore the
  outcome cannot be predicted with certainty. While there can be no assurance,
  outside tax counsel has advised the Trust that, based on the facts known to
  date, the IRS position on Ramco's REIT status is incorrect and moreover, the
  possible disqualification of Ramco as a REIT should not result in any material
  tax liability for the Trust. The letter from Ramco also stated that Ramco might
  seek indemnification from the Trust with regard to the 1996 year pursuant to the
  Tax Agreement dated as of May 10, 1996 by and between Ramco and the Trust. While
  there can be no assurance, counsel advises that the Trust does not have any
  obligation to make any payment to or indemnify Ramco in any manner for any tax,
  interest or penalty set forth in the 30-day Letter.
  
                                          2
  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
  
  Date: May 11, 2005                        By: /S/ Edwin R. Frankel
                                                --------------------
                                                Name: Edwin R. Frankel
                                               Title: Executive Vice President,
                                                      Chief Financial
                                                      Officer, Secretary and
                                                      Principal Financial
                                                      and Accounting Officer
  
                                          3
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER     DESCRIPTION
  
    1.1      Press Release issued by the Company on May 11, 2005
  
                                          4