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 27, 2004
  
                                ATLANTIC REALTY TRUST
                                ---------------------
               (Exact Name of Registrant as Specified in its Charter)
  
              MARYLAND                     0-27562                13-3849655
              --------                     -------                ----------
  (State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
        of 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 January 27, 2004, Atlantic Realty Trust, a Maryland real estate
  investment trust (the "TRUST"), on the one hand, and High Rise Capital
  Management, L.P., a Delaware limited partnership ("HRCM"), High Rise Capital
  Advisors, L.L.C., a Delaware limited liability company ("HRCA"), Bridge Realty
  Advisors, L.L.C., a Delaware limited liability company ("BRIDGE"), Zankel
  Management GP, L.L.C., a Delaware limited liability company ("ZANKEL
  MANAGEMENT"), Cedar Bridge Realty Fund, L.P., a Delaware limited partnership
  ("CEDAR BRIDGE REALTY"), Cedar Bridge Institutional Fund, L.P., a Delaware
  limited partnership ("CEDAR BRIDGE INSTITUTIONAL"), Arthur Zankel ("ZANKEL") and
  David O'Connor ("O'CONNOR"), on the other hand (each of HRCM, HRCA, Bridge,
  Zankel Management, Cedar Bridge Realty, Cedar Bridge Institutional, Zankel and
  O'Connor are referred to herein, collectively, as "HIGH RISE") entered into a
  Standstill Agreement (the "STANDSTILL AGREEMENT") in the form attached hereto as
  Exhibit 99.1.
  
           Pursuant to the terms of the Standstill Agreement, High Rise agreed,
  among other things, not to directly or indirectly (or cause their affiliates to)
  (i) acquire any shares of the Trust in excess of 14.2% of the total number of
  shares of the Trust that are issued and outstanding, (ii) acquire any subsidiary
  or assets or properties of the Trust (including by way of a fundamental
  transaction with the Trust, such as a tender offer, business combination, merger
  or other consolidation), (iii) make any solicitation of proxies to vote any
  voting securities of the Trust, (iv) form or join a group (other than a group
  comprised of affiliates) in connection with the foregoing or (v) disclose any
  intention, plan or arrangement inconsistent with the foregoing.
  
           High Rise further agreed to vote any Excess Shares (as defined in the
  Standstill Agreement) in accordance with the recommendation of the board of
  trustees of the Trust.
  
           Subject to the terms and conditions of the Standstill Agreement, the
  Trust granted (i) to Cedar Bridge Realty and Cedar Bridge Institutional a waiver
  of certain provisions of the organizational documents of the Trust with respect
  to the Excess Shares held directly and Constructively Owned (as defined in the
  Standstill Agreement) by them and (ii) to HRCM, HRCA, Bridge, Zankel Management,
  Zankel and O'Connor a waiver with respect to the Excess Shares Constructively
  Owned by them in respect of the direct ownership of shares by Cedar Bridge
  Realty and Cedar Bridge Institutional. The waiver is effective only with respect
  to Excess Shares that in the aggregate do not exceed 4.4% of the total number of
  shares of the Trust that are currently issued and outstanding. The waiver is
  conditioned upon the continuing accuracy of the representations and warranties
  of High Rise set forth in the Standstill Agreement and upon such waiver
  otherwise not causing the Trust to fail to qualify as a REIT for income tax
  purposes.
  
           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 January 27, 2004, by and
  among the Trust and High Rise.
  
  
  <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/Joel M. Pashcow
                                           ---------------------------------------
                                           Joel M. Pashcow
  
  February 6, 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 27, 2004
  
                                ATLANTIC REALTY TRUST
                                ---------------------
               (Exact Name of Registrant as Specified in its Charter)
  
              MARYLAND                     0-27562                13-3849655
              --------                     -------                ----------
  (State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
        of 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 January 27, 2004, Atlantic Realty Trust, a Maryland real estate
  investment trust (the "TRUST"), on the one hand, and High Rise Capital
  Management, L.P., a Delaware limited partnership ("HRCM"), High Rise Capital
  Advisors, L.L.C., a Delaware limited liability company ("HRCA"), Bridge Realty
  Advisors, L.L.C., a Delaware limited liability company ("BRIDGE"), Zankel
  Management GP, L.L.C., a Delaware limited liability company ("ZANKEL
  MANAGEMENT"), Cedar Bridge Realty Fund, L.P., a Delaware limited partnership
  ("CEDAR BRIDGE REALTY"), Cedar Bridge Institutional Fund, L.P., a Delaware
  limited partnership ("CEDAR BRIDGE INSTITUTIONAL"), Arthur Zankel ("ZANKEL") and
  David O'Connor ("O'CONNOR"), on the other hand (each of HRCM, HRCA, Bridge,
  Zankel Management, Cedar Bridge Realty, Cedar Bridge Institutional, Zankel and
  O'Connor are referred to herein, collectively, as "HIGH RISE") entered into a
  Standstill Agreement (the "STANDSTILL AGREEMENT") in the form attached hereto as
  Exhibit 99.1.
  
           Pursuant to the terms of the Standstill Agreement, High Rise agreed,
  among other things, not to directly or indirectly (or cause their affiliates to)
  (i) acquire any shares of the Trust in excess of 14.2% of the total number of
  shares of the Trust that are issued and outstanding, (ii) acquire any subsidiary
  or assets or properties of the Trust (including by way of a fundamental
  transaction with the Trust, such as a tender offer, business combination, merger
  or other consolidation), (iii) make any solicitation of proxies to vote any
  voting securities of the Trust, (iv) form or join a group (other than a group
  comprised of affiliates) in connection with the foregoing or (v) disclose any
  intention, plan or arrangement inconsistent with the foregoing.
  
           High Rise further agreed to vote any Excess Shares (as defined in the
  Standstill Agreement) in accordance with the recommendation of the board of
  trustees of the Trust.
  
           Subject to the terms and conditions of the Standstill Agreement, the
  Trust granted (i) to Cedar Bridge Realty and Cedar Bridge Institutional a waiver
  of certain provisions of the organizational documents of the Trust with respect
  to the Excess Shares held directly and Constructively Owned (as defined in the
  Standstill Agreement) by them and (ii) to HRCM, HRCA, Bridge, Zankel Management,
  Zankel and O'Connor a waiver with respect to the Excess Shares Constructively
  Owned by them in respect of the direct ownership of shares by Cedar Bridge
  Realty and Cedar Bridge Institutional. The waiver is effective only with respect
  to Excess Shares that in the aggregate do not exceed 4.4% of the total number of
  shares of the Trust that are currently issued and outstanding. The waiver is
  conditioned upon the continuing accuracy of the representations and warranties
  of High Rise set forth in the Standstill Agreement and upon such waiver
  otherwise not causing the Trust to fail to qualify as a REIT for income tax
  purposes.
  
           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 January 27, 2004, by and
  among the Trust and High Rise.
  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/Joel M. Pashcow
                                           ---------------------------------------
                                           Joel M. Pashcow
  
  February 6, 2004