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): June 10, 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.
  
       During  the  third  quarter  of  1994,  Ramco-Gershenson  Properties  Trust
  (formerly RPS Realty Trust ("RPS")) held more than 25% of the value of its gross
  assets in overnight Treasury Bill reverse repurchase  transactions which the IRS
  may view as  non-qualifying  assets  for the  purposes  of  satisfying  an asset
  qualification  test applicable to REITs,  based on a Revenue Ruling published in
  1977 (the "Asset Issue").  RPS requested that the United States Internal Revenue
  Service  ("IRS")  enter into a closing  agreement  with RPS that the Asset Issue
  would not impact  RPS'  status as a REIT.  The IRS  declined  such  request.  In
  February  1995,  the IRS initiated an  examination  of the 1991-1995  income tax
  returns of RPS (the "RPS Audit" and, together with the Asset Issue, the "RPS Tax
  Issues").  Based on  developments in the law which occurred since 1977, RPS' tax
  counsel  at that  time,  Battle  Fowler  LLP,  rendered  an  opinion  that  RPS'
  investment in Treasury Bill repurchase  obligations  would not adversely  affect
  its REIT status. However, such opinion is not binding upon the IRS.
  
       In connection with the spin-off of Atlantic Realty Trust (the "Trust") from
  RPS,  the Trust  assumed  all tax  liability  arising  out of the RPS Tax Issues
  (other than liability  that relates to events  occurring or actions taken by RPS
  following the date of the transactions associated with the spin-off) pursuant to
  a tax agreement,  dated May 10, 1996, by and between RPS and the Trust (the "Tax
  Agreement").  In  December  2003,  Ramco-Gershenson  Properties  Trust  and  the
  Internal Revenue Service entered into a closing agreement ("Closing  Agreement")
  with  respect to all of the issues  raised by the  Internal  Revenue  Service in
  connection   with  RPS  Audit.   As  a  condition  of  the  Closing   Agreement,
  Ramco-Gershenson  Properties  Trust was  obligated to pay  deficiency  dividends
  (under Code  Sec. 860) with respect to its 1992 and 1993 taxable year in amounts
  not less than $1,386,503 with respect to the 1992 taxable year and $809,010 with
  respect to the 1993 taxable year. In addition, Ramco-Gershenson Properties Trust
  is obligated to pay a deficiency  in its income taxes with respect to the period
  covered by the RPS Audit equal to  $770,258,  plus  interest  calculated  at the
  statutory  rate on the amount of the deficiency and the amount of the deficiency
  dividends.  The  aggregate  amount  of  the  deficiency  dividends,  income  tax
  deficiency and interest on these amounts is approximately $7,400,000.
  
       On January 21, 2004,  the Trust  contributed  $2,200,091  in respect of the
  deficiency  dividends  and interest  required to be paid pursuant to the Closing
  Agreement and on June 10, 2004,  Atlantic Realty Trust paid to the IRS on behalf
  of Ramco-Gershenson Properties Trust in respect of the income tax deficiency and
  interest for the tax periods and in the amounts set forth in the table below.
  
  
  <TABLE>
  
  <CAPTION>
  
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
            Tax Period                  Principal Amount          Interest          Penalty           Total Remitted
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  <S>                              <C>                          <C>             <C>              <C>
  
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  December 31, 1991                     230,548.00               353,440.03       1,152.74            585,140.77
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  December 31, 1992                     343,842.00               463,614.83       1,719.21            809,176.04
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  December 31, 1993                     136,185.00               162,004.19       680.92              298,870.11
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  December 31, 1995                     59,683.00                50,066.82        298.41              110,048.23
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  
  
  </TABLE>
  
  
  <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
  
  June 16, 2004
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e285114v3.txt", "secsgml_size_bytes": 6834}]
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": "04868823"}, "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): June 10, 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.
  
       During  the  third  quarter  of  1994,  Ramco-Gershenson  Properties  Trust
  (formerly RPS Realty Trust ("RPS")) held more than 25% of the value of its gross
  assets in overnight Treasury Bill reverse repurchase  transactions which the IRS
  may view as  non-qualifying  assets  for the  purposes  of  satisfying  an asset
  qualification  test applicable to REITs,  based on a Revenue Ruling published in
  1977 (the "Asset Issue").  RPS requested that the United States Internal Revenue
  Service  ("IRS")  enter into a closing  agreement  with RPS that the Asset Issue
  would not impact  RPS'  status as a REIT.  The IRS  declined  such  request.  In
  February  1995,  the IRS initiated an  examination  of the 1991-1995  income tax
  returns of RPS (the "RPS Audit" and, together with the Asset Issue, the "RPS Tax
  Issues").  Based on  developments in the law which occurred since 1977, RPS' tax
  counsel  at that  time,  Battle  Fowler  LLP,  rendered  an  opinion  that  RPS'
  investment in Treasury Bill repurchase  obligations  would not adversely  affect
  its REIT status. However, such opinion is not binding upon the IRS.
  
       In connection with the spin-off of Atlantic Realty Trust (the "Trust") from
  RPS,  the Trust  assumed  all tax  liability  arising  out of the RPS Tax Issues
  (other than liability  that relates to events  occurring or actions taken by RPS
  following the date of the transactions associated with the spin-off) pursuant to
  a tax agreement,  dated May 10, 1996, by and between RPS and the Trust (the "Tax
  Agreement").  In  December  2003,  Ramco-Gershenson  Properties  Trust  and  the
  Internal Revenue Service entered into a closing agreement ("Closing  Agreement")
  with  respect to all of the issues  raised by the  Internal  Revenue  Service in
  connection   with  RPS  Audit.   As  a  condition  of  the  Closing   Agreement,
  Ramco-Gershenson  Properties  Trust was  obligated to pay  deficiency  dividends
  (under Code  Sec. 860) with respect to its 1992 and 1993 taxable year in amounts
  not less than $1,386,503 with respect to the 1992 taxable year and $809,010 with
  respect to the 1993 taxable year. In addition, Ramco-Gershenson Properties Trust
  is obligated to pay a deficiency  in its income taxes with respect to the period
  covered by the RPS Audit equal to  $770,258,  plus  interest  calculated  at the
  statutory  rate on the amount of the deficiency and the amount of the deficiency
  dividends.  The  aggregate  amount  of  the  deficiency  dividends,  income  tax
  deficiency and interest on these amounts is approximately $7,400,000.
  
       On January 21, 2004,  the Trust  contributed  $2,200,091  in respect of the
  deficiency  dividends  and interest  required to be paid pursuant to the Closing
  Agreement and on June 10, 2004,  Atlantic Realty Trust paid to the IRS on behalf
  of Ramco-Gershenson Properties Trust in respect of the income tax deficiency and
  interest for the tax periods and in the amounts set forth in the table below.
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
            Tax Period                  Principal Amount          Interest          Penalty           Total Remitted
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  December 31, 1991                     230,548.00               353,440.03       1,152.74            585,140.77
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  December 31, 1992                     343,842.00               463,614.83       1,719.21            809,176.04
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  December 31, 1993                     136,185.00               162,004.19       680.92              298,870.11
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  December 31, 1995                     59,683.00                50,066.82        298.41              110,048.23
  -------------------------------- --------------------------- ---------------- ---------------- -------------------------
  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
  
  June 16, 2004