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): May 5, 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 May 5, 2004, the Special Committee of the Board of Trustees of
  Atlantic Realty Trust issued a press release announcing that it had unanimously
  rejected the proposal by First Union Real Estate Equity and Mortgage
  Investments, as amended, to acquire Atlantic Realty Trust. The complete text of
  the press release, dated May 5, 2004, is set forth as Exhibit 99.1 hereto.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
          99.1   Press Release, dated May 5, 2004.*
  
  *This  exhibit  is  furnished  with this  Current  Report on Form 8-K and is not
  deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
  1934, as amended, or otherwise subject to the liability of that section,  and is
  not incorporated by reference into any filing of Atlantic Realty Trust under the
  Securities  Act of 1933 or the  Securities  Exchange  Act of 1934,  whether made
  before or after the date hereof and  irrespective  of any general  incorporation
  language in the filing. The furnishing of the information in this Current Report
  on Form 8-K is not intended to, and does not,  constitute a representation  that
  such furnishing is required by Regulation FD or that the  information  contained
  in this Current Report on Form 8-K is material investor  information that is not
  otherwise publicly available.
  
  <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
  
  May 5, 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": "04782523"}, "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): May 5, 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 May 5, 2004, the Special Committee of the Board of Trustees of
  Atlantic Realty Trust issued a press release announcing that it had unanimously
  rejected the proposal by First Union Real Estate Equity and Mortgage
  Investments, as amended, to acquire Atlantic Realty Trust. The complete text of
  the press release, dated May 5, 2004, is set forth as Exhibit 99.1 hereto.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
          99.1   Press Release, dated May 5, 2004.*
  
  *This  exhibit  is  furnished  with this  Current  Report on Form 8-K and is not
  deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange  Act of
  1934, as amended, or otherwise subject to the liability of that section,  and is
  not incorporated by reference into any filing of Atlantic Realty Trust under the
  Securities  Act of 1933 or the  Securities  Exchange  Act of 1934,  whether made
  before or after the date hereof and  irrespective  of any general  incorporation
  language in the filing. The furnishing of the information in this Current Report
  on Form 8-K is not intended to, and does not,  constitute a representation  that
  such furnishing is required by Regulation FD or that the  information  contained
  in this Current Report on Form 8-K is material investor  information that is not
  otherwise publicly available.
  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
  
  May 5, 2004