As Filed with the Securities and Exchange Commission on June 19, 1998

                                                      Registration No. 333-99246

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                         POST EFFECTIVE AMENDMENT NO. 1
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                       FIRST WASHINGTON REALTY TRUST, INC.
             (Exact Name of Registrant as Specified in its Charter)

                 Maryland                                  52-1879972
    (State or Other Jurisdiction of              (IRS Employer Identification
     Incorporation or Organization)                          Number)

                        4350 East-West Highway, Suite 400
                            Bethesda, Maryland 20814
                                 (301) 907-7800

               (Address, Including Zip Code, and Telephone Number,
       Including Area Code, of Registrant's Principal Executive Offices)

                   Amended and Restated 1994 Stock Option Plan
                            (Full title of the Plan)

                                William J. Wolfe
                      President and Chief Executive Officer
                        4350 East-West Highway, Suite 400
                            Bethesda, Maryland 20814
                                 (301) 907-7800

            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                 with a copy to:

                            R. Ronald Hopkinson, Esq.
                                Latham & Watkins
                                885 Third Avenue
                                   Suite 1000
                            New York, New York 10022


         Approximate  date of commencement of proposed sale to the public:  From
time  to time  after  the  effective  date of  this  Registration  Statement  as
determined by market conditions.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 (the "Securities  Act"),  other than securities  offered only in connection
with dividend or interest  reinvestment  plans,  please check the following box.
[X]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ] ___________

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [ ] ___________

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>               <C>               <C>             <C>             <C> 

Title of                            Proposed        Proposed
Each Class                          Maximum         Maximum         Amount of
of Securities     Amount to be      Aggregate       Aggregate       Registration
to be Registered  Registered (1)(2) Price Per Unit  Offering Price  Fee (2) (3)

Common Stock      950,000           $24.625         $23,393,750     $6,910

</TABLE>


    (1)  Pursuant  to Rule  416(a),  the number of shares of Common  Stock being
    registered  shall be  adjusted to include any  additional  shares  which may
    become  issuable as a result of stock splits,  stock  dividends,  or similar
    transactions  in accordance  with the  anti-dilution  provisions of the 1994
    Stock Option Plan (as defined).  (2) This  Registration  Statement  includes
    351,540   shares  of  Common  Stock   previously   registered  on  Form  S-8
    Registration  Statement  No.  33-99246,  filed  on  November  13,  1995.  In
    connection  with the 351,540  previously  registered  shares of Common Stock
    that are  being  carried  forward  onto  this  Registration  Statement,  the
    Registrant  paid a fee of  $2,122.  In  connection  with  this  Registration
    Statement,  the  Registrant  is paying a fee based solely on the  additional
    950,000  shares of Common  Stock  subject to the Amended and  Restated  1994
    Stock Option Plan (as defined  herein) (3) Estimated  solely for purposes of
    calculating the amount of the  registration  fee pursuant to Rule 457(c) and
    (h), and based on a per share price of $24.625,  the average of the high and
    low prices of the Company's common stock (the "Common  Stock"),  as reported
    on the New York Stock Exchange on June 15, 1998.



<PAGE>



                                                      EXPLANATORY NOTE

         This Registration Statement contains two parts. The first part contains
a prospectus  pursuant to Form S-3 (in accordance  with Section C of the General
Instructions  to  Form  S-8)  which  covers  reoffers  and  resales  of  Control
Securities and Restricted  Securities (as such terms are defined in Section C of
the General  Instructions to Form S-8) of the Company which previously have been
issued or which shall be issued  pursuant  to the 1994 Stock  Option  Plan.  The
second part of this Registration  Statement contains Information Required in the
Registration  Statement  pursuant to Part II of Form S-8 and certain  items from
"Information  Not  Required in the  Prospectus"  pursuant to Form S-8.  The Plan
Information  specified  by  Part I of  Form  S-8 is not  being  filed  with  the
Securities and Exchange  Commission (the  "Commission") but will be delivered to
all  participants in the 1994 Stock Option Plan pursuant to Rule 428(b)(1) under
the Securities Act of 1933, as amended.

         On November 13, 1995, First Washington  Realty Trust,  Inc., a Maryland
corporation  (the "Company"),  filed a Registration  Statement on Form S-8 (File
No.  33-94246)  relating to 351,540 shares of common stock,  par value $0.01 per
share,  all of which  were  registered  for offer and sale  under the 1994 Stock
Option Plan (the "1994 Stock  Option  Plan").  On May 16,  1997,  the  Company's
stockholders  approved an amendment to the 1994 Stock Option Plan increasing the
number of shares of Common Stock by 450,000 shares  issuable under the Plan, and
on May 8, 1998,  the  Company's  stockholders  approved the amended and restated
1994 Stock  Option Plan (the  "Amended and  Restated  1994 Stock  Option  Plan")
increasing the number of shares of Common Stock by 500,000 shares issuable under
the Amended and Restated 1994 Stock Option Plan.

         This  Registration  Statement  on Form S-8  relates to: (i) the initial
registration of 950,000 shares of Common Stock issuable upon exercise of options
granted and to be granted  under the Amended and Restated 1994 Stock Option Plan
and (ii) the resale and reoffer of  1,301,540  shares of Common  Stock  issuable
upon  exercise of options  granted and to be granted under the 1994 Stock Option
Plan.




<PAGE>



PROSPECTUS
                                          PROSPECTUS DATED JUNE 19, 1998

                                        FIRST WASHINGTON REALTY TRUST, INC.

                                                 1,301,540 Shares
                                                   Common Stock
                                            ($0.01 Par Value Per Share)



         This  Prospectus  relates  to the  offer  and sale of  shares of Common
Stock, par value $0.01 per share (the "Common Stock") of First Washington Realty
Trust, Inc., a Maryland corporation (the "Company"), which may be offered hereby
from time to time by any or all of the selling  security  holders  named  herein
(the "Selling  Security  Holders") for their own benefit.  The Selling  Security
Holders have  acquired or will acquire  Common Stock  pursuant to the  Company's
Amended and  Restated  1994 Stock Option Plan (the  "Amended  and Restated  1994
Stock Option  Plan").  The Company will not receive any of the proceeds from the
sale of Common Stock  offered  hereby.  The Company  will bear certain  expenses
(estimated at $16,000) in connection  with the  registration of the Common Stock
under the Securities  Act of 1933, as amended (the  "Securities  Act"),  but the
Selling Security Holders will bear all selling and other expenses.  See "Plan of
Distribution."

         All or a portion of the shares of Common  Stock  offered  hereby may be
offered for sale,  from time to time, on the New York Stock Exchange  ("NYSE) or
such other  national  securities  exchange or  automated  interdealer  quotation
system on which the Common Stock is then listed, through negotiated transactions
or  otherwise  at  market  prices  prevailing  at the  time  of the  sale  or at
negotiated prices. See "Plan of Distribution."

         The Company engages in the acquisition,  property management,  leasing,
renovation  and  development of  principally  supermarket-anchored  neighborhood
shopping  centers.  The  Company is a  fully-integrated,  self-administered  and
self-managed real estate company that operates as a real estate investment trust
(a "REIT").  The Company is the sole general partner of, and owns  approximately
75% of the partnership interests in, First Washington Realty Limited Partnership
(the "Operating Partnership").  For convenience, the business of the Company and
the  business of the  Operating  Partnership  are  sometimes  referred to herein
collectively  as the "Company").  All of the Company's  operations are conducted
through the  Operating  Partnership.  The Company  owns a portfolio of 52 retail
properties.  The 52  retail  properties  contain  a total of  approximately  5.6
million  square feet of gross  leasable  area  ("GLA").  The Company,  through a
subsidiary,  First Washington Management,  Inc. (the "Management Company"), also
provides  management,  leasing and related services to properties owned by third
parties.

         The  Company's  Common  Stock is  listed on the NYSE  under the  symbol
"FRW." On June 15, 1998,  the closing sale price of the Common Stock as reported
on the NYSE was $24.625.

         To assist  the  Company in  maintaining  its  qualification  as a REIT,
transfer of the Common Stock is restricted, and actual or constructive ownership
by any person is limited to 9.8% (in value or in number of shares,  whichever is
more restrictive) of the outstanding shares of Common Stock,  subject to certain
exceptions.



         See "Risk Factors" incorporated by reference from the Company's Current
Report on Form 8-K filed on September 10, 1997 for certain  factors  relevant to
an investment in the Common Stock.



         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.



                                   The date of this Prospectus is June 19, 1998


<PAGE>



                                               AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public  reference  facilities of the  Commission at Room 1024, 450
Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the  following  Regional
Offices of the Commission:  Midwest Regional Office,  Citicorp Center,  500 West
Madison Street,  Suite 1400, Chicago,  Illinois  60661-2511;  Northeast Regional
Office,  7 World Trade Center,  Suite 1300, New York, New York 10048.  Copies of
such  material  may  be  obtained  from  the  Public  Reference  Section  of the
Commission at Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C.  20549 at prescribed  rates.  The  Commission  also  maintains a website at
http://www.sec.gov  containing reports,  prospectuses and information statements
and other information  regarding  registrants,  including the Company, that file
electronically.  Copies of such materials and other  information  concerning the
Company also are available for inspection at The New York Stock Exchange,  Inc.,
20 Broad Street, New York, New York 10005.

         The Company has filed with the Commission a  Registration  Statement on
Form  S-8  (together  with  all   amendments,   exhibits  and   schedules,   the
"Registration  Statement")  under the  Securities Act with respect to the Common
Stock offered  hereby.  The Prospectus  does not contain all of the  information
included in the  Registration  Statement,  certain parts of which are omitted in
accordance  with the  rules  and  regulations  of the  Commission.  For  further
information  with  respect to the Company and the Common Stock  offered  hereby,
reference is hereby made to the Registration  Statement,  including the exhibits
and schedules thereto.  Statements  contained in this Prospectus  concerning the
provisions or contents of any contract, agreement or any other document referred
to herein are not  necessarily  complete.  With  respect to each such  contract,
agreement  or  document  filed  as an  exhibit  to the  Registration  Statement,
reference is made to such exhibit for a more complete description of the matters
involved,  and each such statement shall be deemed  qualified in its entirety by
such reference to the copy of the applicable document filed with the Commission.
The Registration  Statement may be inspected  without charge at the Commission's
principal office at Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C.
20549 and copies of it or any part  thereof  may be obtained  from such  office,
upon payment of the fees prescribed by the Commission.
The Registration Statement also may be retrieved from the Commission's website.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
         The following documents which have previously been filed by the Company
with the Commission are incorporated herein by reference:

                           (1) the Company's  Annual Report on Form 10-K for the
                  year ended  December  31,  1997 filed with the  Commission  on
                  March 31, 1998;

                           (2) the Company's Quarterly Report on Form 10-Q dated
                  March 31, 1998 filed with the Commission on May 15, 1998;

                           (3) the  Company's  current  report on Form 8-K dated
                  June 17, 1998 filed with the Commission on June 17, 1998;

                           (4) the  description  of the  Company's  Common Stock
                  contained in the Company's  Registration Statement on Form 8-A
                  filed with the Commission on August 9, 1996; and

                           (5) the Company's Proxy Statement with respect to its
                  Annual Meeting of Shareholders held on May 8, 1998.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act after the date of this  Prospectus  and prior to
the  termination of the offering of the Common Stock made hereby shall be deemed
to be  incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents.  Any statement  contained  herein, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent that a statement  contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference  herein,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.






<PAGE>



         The Company will provide  without charge to each person,  including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
request of any such person,  a copy of any or all of the documents  incorporated
herein by reference, except the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests for such
copies should be directed to the Company, at 4350 East-West Highway,  Suite 400,
Bethesda,  MD 20814,  Attention:  Investor  Relations;  telephone  number  (301)
907-7800.




<PAGE>



     This Prospectus,  including the documents incorporated herein by reference,
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities  Act.  Also,  documents  subsequently  filed by the Company  with the
Commission and  incorporated  herein by reference  will contain  forward-looking
statements.  Actual results could differ  materially from those projected in the
forward-looking  statements as a result of the risk factors  incorporated herein
by  reference  and the  matters  set forth or  incorporated  in this  Prospectus
generally.  The Company cautions the reader,  however, that such list of factors
may not be exhaustive,  particularly with respect to future filings. Prospective
investors  should  carefully  consider,  among other  factors,  the risk factors
incorporated herein by reference.

     Although  the  Company,   the   Operating   Partnership,   the  Lower  Tier
Partnerships  (as  defined  below),  and the  Management  Company  are  separate
entities,  each of which is managed in accordance with its governing  documents,
for ease of  reference,  the term  "Company"  as used herein  shall refer to the
business and  properties of the Company,  the Operating  Partnership,  the Lower
Tier  Partnerships,  and the Management  Company,  unless the context  indicates
otherwise.

                                                        THE COMPANY

         General

         The Company is a fully-integrated,  self-administered  and self-managed
real estate company that operates as a REIT with  expertise in the  acquisition,
property  management,   leasing,   renovation  and  development  of  principally
supermarket-  anchored  neighborhood  shopping centers.  As of May 31, 1998, the
Company owned a portfolio of 52 retail  properties  (the "Retail  Properties" or
the "Properties"). The 52 Retail Properties contain a total of approximately 5.6
million square feet of GLA.

         The  Company's  business  strategy is highly  focused  with  respect to
property  type  and   location.   The  Company   concentrates   its  efforts  on
supermarket-anchored  neighborhood shopping centers. The Company generally seeks
to own properties located in densely populated areas, that have high visibility,
open-air  designs and ease of entry and exit, and that may be readily  adaptable
over time to expansion, renovation and redevelopment.

         The Retail Properties are strategically  located neighborhood  shopping
centers principally  anchored by well known tenants such as Giant Food, Safeway,
Shoppers Food Warehouse,  Food Lion, A&P Superfresh,  Winn Dixie,  Weis Markets,
Acme Market,  Dominick's  Supermarket,  CVS/Pharmacy and Rite Aid.  Neighborhood
shopping  centers are typically open- air centers ranging in size from 50,000 to
150,000 square feet of GLA and anchored by supermarkets  and/or drug stores. The
Retail Properties range in size from  approximately  3,000 square feet of GLA to
approximately  335,000  square feet of GLA,  and average  approximately  106,000
square feet of GLA. The anchor tenants  typically  offer daily  necessity  items
rather than specialty goods.  Nine of the Retail Properties are relatively small
in size, with less than 50,000 square feet of GLA. Such properties do not have a
large  supermarket  or drug store anchor  tenant,  and as such may be subject to
greater variability in consumer traffic and operating performance.

         The Company's  assets are held by, and all its operations are conducted
through,  the Operating  Partnership and the Management Company.  Certain of the
Properties are owned by partnerships (or limited  liability  companies) in which
the  Operating  Partnership,  the Company or a subsidiary of the Company acts as
general partner (or managing member) and owns a controlling interest (the "Lower
Tier  Partnerships").  The Company is the sole general  partner of the Operating
Partnership and the Company currently owns  approximately 75% of the partnership
interests in the Operating  Partnership.  The limited  partners are individuals,
partnerships  and others who have  contributed  their properties in exchange for
partnership  interests ("Units").  The limited partners may exchange their Units
for  cash,  or at the  option of the  Company,  for  stock of the  Company  on a
one-for-one  basis.  The  Operating  Partnership  owns  100%  of the  non-voting
preferred  stock of the Management  Company,  and is entitled to 99% of the cash
flow from the Management Company.

         The  Company  was  formed in April  1994 to  continue  and  expand  the
neighborhood  shopping center acquisition,  management and renovation strategies
of First  Washington  Management,  Inc.  ("FWM"),  which has been engaged in the
business  since  1983.  FWM was  founded  by Stuart D.  Halpert,  the  Company's
Chairman,  William J. Wolfe,  President and Chief Executive Officer,  and Lester
Zimmerman, an Executive Vice President (the "Principals").

         The Company has  approximately 73 employees,  including a team of asset
and property  managers and leasing  agents and  in-house  legal,  architectural,
engineering,  accounting,  marketing  and computer  specialists.  The  Company's
executive and principal property  management office is located at 4350 East-West
Highway,  Suite 400, Bethesda,  Maryland 20814 and its telephone number is (301)
907-7800.  The Company has regional property management offices located in North
Carolina, Pennsylvania and Virginia.






<PAGE>



                                                  USE OF PROCEEDS

The  Company  will not realize any  proceeds  from the sale of the Common  Stock
which may be sold under this  Prospectus for the respective  accounts of each of
the Selling Security Holders. The Company, however, will derive proceeds from
 exercise of the  Options.  Such  proceeds  will be available to the Company for
    working capital and general corporate  purposes.  No assurance can be given,
    however, as to when or if any or all of the Options will be exercised.

                                             SELLING SECURITY HOLDERS

         The  following  table  sets  forth  the name of each  Selling  Security
Holder,  the amount of Common Stock owned by such Selling  Security Holder as of
May 31, 1998,  the amount of Common  Stock to be resold,  the amount and (if one
percent or more) the  percentage of Common Stock owned by such Selling  Security
Holder after such resale.
<TABLE>
<S>               <C>               <C>            <C>              <C>

                                      Maximum
                                       Number         Amount and Percentage
                                     of Shares              of Common
Selling Security  Number of Shares  which may be    Stock Owned After Resale(3)
   Holder (1)        Owned (2)      Sold Hereunder  Amount          Percentage


Stuart D. Halpert
Chairman 
of the Board              184,056       194,475       184,056            2.5%

William J. Wolfe
President and 
Chief                     184,056       194,475       184,056            2.5%
Executive Officer

Lester Zimmerman
Executive 
Vice President             91,653             0        91,653            1.2%

James G. Blumenthal
Executive 
Vice President              9,653        17,130         9,653            0.1%

Jeffrey S. Distenfeld
Senior Vice President       9,653        17,130         9,653            0.1%

James G. Pounds
Senior Vice President       9,653        17,130         9,653            0.1%

</TABLE>


     1The nature of any position,  office or other material  relationship  which
each Selling Security Holder has had with the Company or any of its predecessors
or  affiliates  has not  changed as  disclosed  in this table for the past three
years.
     2Ownership as of May 31, 1998.
     3Assumes sale of the maximum  number of shares of Common Stock which may be
sold hereunder,  although Selling Security Holders are under no obligation known
to the Company to sell any shares of Common  Stock.  Percentages  are based upon
7,399,916 shares of Common Stock outstanding as of May 31, 1998.

                                                    PLAN OF DISTRIBUTION

         The Selling  Security Holders may sell shares of Common Stock in any of
the following ways: (i) through dealers;  (ii) through agents; or (iii) directly
to one or more purchasers. The distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses or block  transactions) (A) on the NYSE (or on such other national stock
exchanges  on which the shares of Common  Stock may be traded from time to time)
in transactions  which may include  special  offerings,  exchange  distributions
and/or secondary  distributions  pursuant to and in accordance with the rules of
such exchanges, (B) in the over-the-counter market, or (C) in transactions other
than on such exchanges or in the  over-the-counter  market,  or a combination of
such  transactions.  Any  such  transaction  may be  effected  at  market  price
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices,  at negotiated  prices or at fixed prices.  The Selling Security Holders
may effect  such  transaction  by selling  shares of Common  Stock to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions  from the Selling Security Holders and/or
commissions  from  purchasers of shares of Common Stock from who they may act as
agent.  The  Selling  Security  Holders  and any  broker-dealers  or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

                                                          EXPERTS

         The consolidated  balance sheets of the Company as of December 31, 1997
and 1996 and the consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period  ended  December  31, 1997,
the financial statement schedules of the Company as of and for each of the three
years in the period ended December 31, 1997, included in the Company's 1997 Form
10-K,  have been  incorporated  herein in  reliance  on the  report of Coopers &
Lybrand L.L.P., independent accountants,  given on the authority of that firm as
experts in accounting and auditing.

                                                       LEGAL MATTERS

         The legality of the Common Stock which is registered  for issuance upon
exercise of options  pursuant to the Amended and Restated 1994 Stock Option Plan
will be passed upon for the Company by Ballard Spahr  Andrews & Ingersoll,  LLP,
Baltimore, Maryland.




<PAGE>






No  dealer,  salesperson  or any other  person has been  authorized  to give any
information or to make any representations not contained in this Prospectus.  If
given or made, such  information or  representations  must not be relied upon as
having been authorized by the Company or any  underwriter.  This Prospectus does
not  constitute  an  offer  to sell or a  solicitation  of an  offer  to buy any
securities  in any  jurisdiction  in which such offer or  solicitation  would be
unlawful or to any person to whom it is  unlawful.  Neither the delivery of this
Prospectus nor any sale made hereunder shall,  under any  circumstances,  create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof or that any information  contained herein is correct as of
any time subsequent to its date.

FIRST WASHINGTON REALTY TRUST INC.

1,301,540 shares of Common Stock

PROSPECTUS


TABLE OF CONTENTS
                                                      Page
Available Information...................................2
Incorporation of Certain Documents
       by Reference
 ........................................................2
The Company.............................................3        
Use of Proceeds.........................................4
Selling Security Holder.................................4
Plan of Distribution....................................4
Experts.................................................5
Legal Matters...........................................5


June 19, 1998

<PAGE>



                                      INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


         The following documents which have previously been filed by the Company
with the Commission are incorporated herein by reference:

                           (1) the Company's  Annual Report on Form 10-K for the
                  year ended  December  31,  1997 filed with the  Commission  on
                  March 31, 1998;

                           (2) the Company's Quarterly Report on Form 10-Q dated
                  March 31, 1998 filed with the Commission on May 15, 1998;

                           (3) the  Company's  current  report on Form 8-K dated
                  June 17, 1998 filed with the Commission on June 17, 1998;

                           (4) the  description  of the  Company's  Common Stock
                  contained in the Company's  Registration Statement on Form 8-A
                  filed with the Commission on August 9, 1996; and

                           (5) the Company's Proxy Statement with respect to its
                  Annual Meeting of Shareholders held on May 8, 1998.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act after the date of this  Prospectus  and prior to
the  termination of the offering of the Common Stock made hereby shall be deemed
to be  incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents.  Any statement  contained  herein, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent that a statement  contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference  herein,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         The Company will provide  without charge to each person,  including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
request of any such person,  a copy of any or all of the documents  incorporated
herein by reference, except the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests for such
copies should be directed to the Company, at 4350 East-West Highway,  Suite 400,
Bethesda,  MD 20814,  Attention:  Investor  Relations;  telephone  number  (301)
907-7800.


ITEM 4.       DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Maryland  General  Corporation  Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision  eliminating  the liability of
its directors and officers to the  corporation  and its  stockholders  for money
damages  except for liability  resulting  from (a) actual receipt of an improper
benefit or profit in money,  property or  services or (b) active and  deliberate
dishonesty  established  by a final  judgment as being  material to the cause of
action.  The charter of the Company (the  "Charter")  contains  such a provision
which  eliminates  such liability to the maximum  extent  permitted by the MGCL.
This provision does not limit the ability of the Company or its  stockholders to
obtain other relief, such as an injunction or rescission.

         The Charter authorizes the Company,  to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses  in advance of final  disposition  of a  proceeding  to any  present or
former director or officer from and against any claim or liability to which such
person may become subject or which such person may incur by reason of his status
as a present or former  director  or officer of the  Company.  The bylaws of the
Company (the "Bylaws") obligate the Company,  to the maximum extent permitted by
Maryland law, to indemnify and to pay


<PAGE>



or reimburse reasonable expenses in advance of final disposition of a proceeding
to (a) any  present or former  director  or  officer  who is made a party to the
proceeding by reason of his service in that capacity or (b) any individual  who,
while a director of the Company and at the request of the Company, serves or has
served another corporation,  partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director,  officer, partner or trustee of such
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his service in
that  capacity.  The Bylaws  also permit the  Company to  indemnify  and advance
expenses  to any person who served a  predecessor  of the  Company in any of the
capacities  described  above and to any  employee  or agent of the  Company or a
predecessor of the Company.

         The MGCL requires a corporation (unless its charter provides otherwise,
which the  Charter  does not) to  indemnify  a director  or officer who has been
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which he is made a party by reason of his  service  in that  capacity.  The MGCL
permits a  corporation  to  indemnify  its  present  and  former  directors  and
officers,  among others, against judgments,  penalties,  fines,  settlements and
reasonable  expenses actually incurred by them in connection with any proceeding
to which  they may be made a party by reason of their  service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the  proceeding and (i) was
committed  in bad  faith  or (ii)  was  the  result  of  active  and  deliberate
dishonesty,  (b) the director or officer actually  received an improper personal
benefit  in  money,  property  or  services  or (c) in the case of any  criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  However,  under the MGCL, a Maryland  corporation may
not  indemnify  for an  adverse  judgment  in a suit by or in the  right  of the
corporation  or for a judgment of liability on the basis that  personal  benefit
was improperly  received,  unless in either case a court orders  indemnification
and then only for  expenses.  In  addition,  the MGCL to  advance  a  reasonable
expense,  to a  director  or  officer  upon the  corporation's  receipt of (a) a
written  affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the corporation
and (b) a written  undertaking  by him or on his behalf to repay the amount paid
or reimbursed by the  corporation if it shall  ultimately be determined that the
standard  of  conduct  was  not  met.  The  termination  of  any  proceeding  by
conviction,  or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment,  creates a rebuttable presumption that
the director or officer did not meet the requisite  standard of conduct required
for indemnification to be permitted.

         The  Partnership  Agreement  also provides for  indemnification  of the
Company,  as general  partner,  and its officers and directors  generally to the
same extent as permitted by the MGCL for a corporation's  officers and directors
and limits the  liability of the Company to the  Operating  Partnership  and its
partners in the case of losses sustained,  liabilities  incurred or benefits not
derived as a result of errors in  judgment or mistakes of fact or law or any act
or omission if the Company acted in good faith.

         It is the position of the Commission that  indemnification of directors
and officers for liabilities  arising under the Securities Act is against public
policy and is unenforceable pursuant to Section 14 of the Securities Act.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.       EXHIBITS

         Exhibits


         4.             Amended and Restated Articles of Incorporation*
1

         4.             Bylaws**
2

         5              Opinion of Ballard Spahr Andrews & Ingersoll, LLP

         2              Consent of Ballard Spahr Andrews & Ingersoll, LLP 
                        (included in Exhibit 5)
3(a)

         2              Consent of Coopers & Lybrand L.L.P.
3(b)




<PAGE>



         * Included as an exhibit to the Company's Form 10-K for the fiscal year
ended December 31, 1996, and incorporated herein by reference.

     **Included  as an exhibit to the Company's  Registration  Statement on Form
S-11, file No. 33-83960, and incorporated herein by reference.

ITEM 9.       UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
             sales  are  being  made,   a   post-effective   amendment  to  this
             registration statement:

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  registration  statement or any
material change to such information in this  registration  statement;  provided,
however,  that  subparagraphs  (i) and  (ii)  do not  apply  if the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in the periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

                           (2) That for the purpose of determining any liability
             under  the  Securities  Act  of  1933,  each  such   post-effective
             amendment  shall  be  deemed  to  be a new  registration  statement
             relating to the Securities offered herein, and the offering of such
             Securities at that time shall be deemed to be the initial bona fide
             offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
             post-effective  amendment any of the  Securities  being  registered
             which remain unsold at the termination of the offering.

         The  undersigned  Registrant  hereby further  undertakes  that, for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the Securities  offered herein,  and the offering of such
Securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  under  Item 15 of this
registration statement, or otherwise (other than insurance),  the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the Securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in such Act and will be governed by the final  adjudication
of such issue.




<PAGE>


SIGNATURES
         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-8,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Bethesda, State of Maryland on June 19, 1998.

                                     FIRST WASHINGTON REALTY TRUST, INC.

                                     By:  /s/ William J. Wolfe
                                          William J. Wolfe

                                          President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  William Wolfe as his  attorney-in-fact  and agent,  with full power of
substitution and resubstitution  for him in any and all capacities,  to sign any
or all amendments or post-effective  amendments to this Registration  Statement,
or any Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the
same, with exhibits  thereto and other  documents in connection  therewith or in
connection with the registration of the Securities under the Securities Exchange
Act of 1934, as amended,  with the Securities and Exchange Commission,  granting
unto such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite and  necessary in  connection  with such
matters and hereby ratifying and confirming all that such  attorney-in-fact  and
agent or his substitutes may do or cause to be done by virtue hereof.


Signature               Title                                      Date

/s/ Stuart D. Halpert   Chairman of the Board of Directors         June 19, 1998
Stuart D. Halpert

/s/ William J. Wolfe    President, Chief Executive Officer, 
                        Director                                   June 19, 1998
William J. Wolfe

/s/ Lester Zimmerman    Executive Vice President, Director         June 19, 1998
Lester Zimmerman

/s/ James G. Blumenthal Executive Vice President and 
                        Chief Financial Officer                    June 19, 1998
James G. Blumenthal

/s/ Stanley T. Burns    Director                                   June 19, 1998
Stanley T. Burns

/s/ Matthew J. Hart     Director                                   June 19, 1998
Matthew J. Hart

/s/ William M. Russell  Director                                   June 19, 1998
William M. Russell

/s/ Heywood Wilansky    Director                                   June 19, 1998
Heywood Wilansky





<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 46460}]
{"company-data": {"conformed-name": "FIRST WASHINGTON REALTY TRUST INC", "cik": "0000926861", "assigned-sic": "6798", "irs-number": "521879972", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57237", "film-number": "98650927"}, "business-address": {"street1": "4350 EAST WEST HWY - STE 400", "city": "BETHESDA", "state": "MD", "zip": "20814", "phone": "3019077800"}, "mail-address": {"street1": "4350 EAST WEST HIGHWAY SUITE 400", "street2": "4350 EAST WEST HIGHWAY SUITE 400", "city": "BETHESDA", "state": "MD", "zip": "20814"}}
As Filed with the Securities and Exchange Commission on June 19, 1998

                                                      Registration No. 333-99246

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                         POST EFFECTIVE AMENDMENT NO. 1
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                       FIRST WASHINGTON REALTY TRUST, INC.
             (Exact Name of Registrant as Specified in its Charter)

                 Maryland                                  52-1879972
    (State or Other Jurisdiction of              (IRS Employer Identification
     Incorporation or Organization)                          Number)

                        4350 East-West Highway, Suite 400
                            Bethesda, Maryland 20814
                                 (301) 907-7800

               (Address, Including Zip Code, and Telephone Number,
       Including Area Code, of Registrant's Principal Executive Offices)

                   Amended and Restated 1994 Stock Option Plan
                            (Full title of the Plan)

                                William J. Wolfe
                      President and Chief Executive Officer
                        4350 East-West Highway, Suite 400
                            Bethesda, Maryland 20814
                                 (301) 907-7800

            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent For Service)

                                 with a copy to:

                            R. Ronald Hopkinson, Esq.
                                Latham & Watkins
                                885 Third Avenue
                                   Suite 1000
                            New York, New York 10022

         Approximate  date of commencement of proposed sale to the public:  From
time  to time  after  the  effective  date of  this  Registration  Statement  as
determined by market conditions.

     If the only  securities  being  registered  on this Form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 (the "Securities  Act"),  other than securities  offered only in connection
with dividend or interest  reinvestment  plans,  please check the following box.
[X]

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ] ___________

         If this  Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act  registration   statement  number  of  the  earlier  effective  registration
statement for the same offering. [ ] ___________

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE
Title of                            Proposed        Proposed
Each Class                          Maximum         Maximum         Amount of
of Securities     Amount to be      Aggregate       Aggregate       Registration
to be Registered  Registered (1)(2) Price Per Unit  Offering Price  Fee (2) (3)

Common Stock      950,000           $24.625         $23,393,750     $6,910
(1)  Pursuant  to Rule  416(a),  the number of shares of Common  Stock being
    registered  shall be  adjusted to include any  additional  shares  which may
    become  issuable as a result of stock splits,  stock  dividends,  or similar
    transactions  in accordance  with the  anti-dilution  provisions of the 1994
    Stock Option Plan (as defined).  (2) This  Registration  Statement  includes
    351,540   shares  of  Common  Stock   previously   registered  on  Form  S-8
    Registration  Statement  No.  33-99246,  filed  on  November  13,  1995.  In
    connection  with the 351,540  previously  registered  shares of Common Stock
    that are  being  carried  forward  onto  this  Registration  Statement,  the
    Registrant  paid a fee of  $2,122.  In  connection  with  this  Registration
    Statement,  the  Registrant  is paying a fee based solely on the  additional
    950,000  shares of Common  Stock  subject to the Amended and  Restated  1994
    Stock Option Plan (as defined  herein) (3) Estimated  solely for purposes of
    calculating the amount of the  registration  fee pursuant to Rule 457(c) and
    (h), and based on a per share price of $24.625,  the average of the high and
    low prices of the Company's common stock (the "Common  Stock"),  as reported
    on the New York Stock Exchange on June 15, 1998.
EXPLANATORY NOTE

         This Registration Statement contains two parts. The first part contains
a prospectus  pursuant to Form S-3 (in accordance  with Section C of the General
Instructions  to  Form  S-8)  which  covers  reoffers  and  resales  of  Control
Securities and Restricted  Securities (as such terms are defined in Section C of
the General  Instructions to Form S-8) of the Company which previously have been
issued or which shall be issued  pursuant  to the 1994 Stock  Option  Plan.  The
second part of this Registration  Statement contains Information Required in the
Registration  Statement  pursuant to Part II of Form S-8 and certain  items from
"Information  Not  Required in the  Prospectus"  pursuant to Form S-8.  The Plan
Information  specified  by  Part I of  Form  S-8 is not  being  filed  with  the
Securities and Exchange  Commission (the  "Commission") but will be delivered to
all  participants in the 1994 Stock Option Plan pursuant to Rule 428(b)(1) under
the Securities Act of 1933, as amended.

         On November 13, 1995, First Washington  Realty Trust,  Inc., a Maryland
corporation  (the "Company"),  filed a Registration  Statement on Form S-8 (File
No.  33-94246)  relating to 351,540 shares of common stock,  par value $0.01 per
share,  all of which  were  registered  for offer and sale  under the 1994 Stock
Option Plan (the "1994 Stock  Option  Plan").  On May 16,  1997,  the  Company's
stockholders  approved an amendment to the 1994 Stock Option Plan increasing the
number of shares of Common Stock by 450,000 shares  issuable under the Plan, and
on May 8, 1998,  the  Company's  stockholders  approved the amended and restated
1994 Stock  Option Plan (the  "Amended and  Restated  1994 Stock  Option  Plan")
increasing the number of shares of Common Stock by 500,000 shares issuable under
the Amended and Restated 1994 Stock Option Plan.

         This  Registration  Statement  on Form S-8  relates to: (i) the initial
registration of 950,000 shares of Common Stock issuable upon exercise of options
granted and to be granted  under the Amended and Restated 1994 Stock Option Plan
and (ii) the resale and reoffer of  1,301,540  shares of Common  Stock  issuable
upon  exercise of options  granted and to be granted under the 1994 Stock Option
Plan.
PROSPECTUS
                                          PROSPECTUS DATED JUNE 19, 1998

                                        FIRST WASHINGTON REALTY TRUST, INC.

                                                 1,301,540 Shares
                                                   Common Stock
                                            ($0.01 Par Value Per Share)

         This  Prospectus  relates  to the  offer  and sale of  shares of Common
Stock, par value $0.01 per share (the "Common Stock") of First Washington Realty
Trust, Inc., a Maryland corporation (the "Company"), which may be offered hereby
from time to time by any or all of the selling  security  holders  named  herein
(the "Selling  Security  Holders") for their own benefit.  The Selling  Security
Holders have  acquired or will acquire  Common Stock  pursuant to the  Company's
Amended and  Restated  1994 Stock Option Plan (the  "Amended  and Restated  1994
Stock Option  Plan").  The Company will not receive any of the proceeds from the
sale of Common Stock  offered  hereby.  The Company  will bear certain  expenses
(estimated at $16,000) in connection  with the  registration of the Common Stock
under the Securities  Act of 1933, as amended (the  "Securities  Act"),  but the
Selling Security Holders will bear all selling and other expenses.  See "Plan of
Distribution."

         All or a portion of the shares of Common  Stock  offered  hereby may be
offered for sale,  from time to time, on the New York Stock Exchange  ("NYSE) or
such other  national  securities  exchange or  automated  interdealer  quotation
system on which the Common Stock is then listed, through negotiated transactions
or  otherwise  at  market  prices  prevailing  at the  time  of the  sale  or at
negotiated prices. See "Plan of Distribution."

         The Company engages in the acquisition,  property management,  leasing,
renovation  and  development of  principally  supermarket-anchored  neighborhood
shopping  centers.  The  Company is a  fully-integrated,  self-administered  and
self-managed real estate company that operates as a real estate investment trust
(a "REIT").  The Company is the sole general partner of, and owns  approximately
75% of the partnership interests in, First Washington Realty Limited Partnership
(the "Operating Partnership").  For convenience, the business of the Company and
the  business of the  Operating  Partnership  are  sometimes  referred to herein
collectively  as the "Company").  All of the Company's  operations are conducted
through the  Operating  Partnership.  The Company  owns a portfolio of 52 retail
properties.  The 52  retail  properties  contain  a total of  approximately  5.6
million  square feet of gross  leasable  area  ("GLA").  The Company,  through a
subsidiary,  First Washington Management,  Inc. (the "Management Company"), also
provides  management,  leasing and related services to properties owned by third
parties.

         The  Company's  Common  Stock is  listed on the NYSE  under the  symbol
"FRW." On June 15, 1998,  the closing sale price of the Common Stock as reported
on the NYSE was $24.625.

         To assist  the  Company in  maintaining  its  qualification  as a REIT,
transfer of the Common Stock is restricted, and actual or constructive ownership
by any person is limited to 9.8% (in value or in number of shares,  whichever is
more restrictive) of the outstanding shares of Common Stock,  subject to certain
exceptions.

         See "Risk Factors" incorporated by reference from the Company's Current
Report on Form 8-K filed on September 10, 1997 for certain  factors  relevant to
an investment in the Common Stock.

         THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE  ACCURACY OR ADEQUACY OF THIS  PROSPECTUS.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                                   The date of this Prospectus is June 19, 1998
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  filed by the  Company can be  inspected  and
copied at the public  reference  facilities of the  Commission at Room 1024, 450
Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the  following  Regional
Offices of the Commission:  Midwest Regional Office,  Citicorp Center,  500 West
Madison Street,  Suite 1400, Chicago,  Illinois  60661-2511;  Northeast Regional
Office,  7 World Trade Center,  Suite 1300, New York, New York 10048.  Copies of
such  material  may  be  obtained  from  the  Public  Reference  Section  of the
Commission at Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C.  20549 at prescribed  rates.  The  Commission  also  maintains a website at
http://www.sec.gov  containing reports,  prospectuses and information statements
and other information  regarding  registrants,  including the Company, that file
electronically.  Copies of such materials and other  information  concerning the
Company also are available for inspection at The New York Stock Exchange,  Inc.,
20 Broad Street, New York, New York 10005.

         The Company has filed with the Commission a  Registration  Statement on
Form  S-8  (together  with  all   amendments,   exhibits  and   schedules,   the
"Registration  Statement")  under the  Securities Act with respect to the Common
Stock offered  hereby.  The Prospectus  does not contain all of the  information
included in the  Registration  Statement,  certain parts of which are omitted in
accordance  with the  rules  and  regulations  of the  Commission.  For  further
information  with  respect to the Company and the Common Stock  offered  hereby,
reference is hereby made to the Registration  Statement,  including the exhibits
and schedules thereto.  Statements  contained in this Prospectus  concerning the
provisions or contents of any contract, agreement or any other document referred
to herein are not  necessarily  complete.  With  respect to each such  contract,
agreement  or  document  filed  as an  exhibit  to the  Registration  Statement,
reference is made to such exhibit for a more complete description of the matters
involved,  and each such statement shall be deemed  qualified in its entirety by
such reference to the copy of the applicable document filed with the Commission.
The Registration  Statement may be inspected  without charge at the Commission's
principal office at Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C.
20549 and copies of it or any part  thereof  may be obtained  from such  office,
upon payment of the fees prescribed by the Commission.
The Registration Statement also may be retrieved from the Commission's website.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
         The following documents which have previously been filed by the Company
with the Commission are incorporated herein by reference:

                           (1) the Company's  Annual Report on Form 10-K for the
                  year ended  December  31,  1997 filed with the  Commission  on
                  March 31, 1998;

                           (2) the Company's Quarterly Report on Form 10-Q dated
                  March 31, 1998 filed with the Commission on May 15, 1998;

                           (3) the  Company's  current  report on Form 8-K dated
                  June 17, 1998 filed with the Commission on June 17, 1998;

                           (4) the  description  of the  Company's  Common Stock
                  contained in the Company's  Registration Statement on Form 8-A
                  filed with the Commission on August 9, 1996; and

                           (5) the Company's Proxy Statement with respect to its
                  Annual Meeting of Shareholders held on May 8, 1998.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act after the date of this  Prospectus  and prior to
the  termination of the offering of the Common Stock made hereby shall be deemed
to be  incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents.  Any statement  contained  herein, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent that a statement  contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference  herein,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide  without charge to each person,  including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
request of any such person,  a copy of any or all of the documents  incorporated
herein by reference, except the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests for such
copies should be directed to the Company, at 4350 East-West Highway,  Suite 400,
Bethesda,  MD 20814,  Attention:  Investor  Relations;  telephone  number  (301)
907-7800.
This Prospectus,  including the documents incorporated herein by reference,
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities  Act.  Also,  documents  subsequently  filed by the Company  with the
Commission and  incorporated  herein by reference  will contain  forward-looking
statements.  Actual results could differ  materially from those projected in the
forward-looking  statements as a result of the risk factors  incorporated herein
by  reference  and the  matters  set forth or  incorporated  in this  Prospectus
generally.  The Company cautions the reader,  however, that such list of factors
may not be exhaustive,  particularly with respect to future filings. Prospective
investors  should  carefully  consider,  among other  factors,  the risk factors
incorporated herein by reference.

     Although  the  Company,   the   Operating   Partnership,   the  Lower  Tier
Partnerships  (as  defined  below),  and the  Management  Company  are  separate
entities,  each of which is managed in accordance with its governing  documents,
for ease of  reference,  the term  "Company"  as used herein  shall refer to the
business and  properties of the Company,  the Operating  Partnership,  the Lower
Tier  Partnerships,  and the Management  Company,  unless the context  indicates
otherwise.

                                                        THE COMPANY

         General

         The Company is a fully-integrated,  self-administered  and self-managed
real estate company that operates as a REIT with  expertise in the  acquisition,
property  management,   leasing,   renovation  and  development  of  principally
supermarket-  anchored  neighborhood  shopping centers.  As of May 31, 1998, the
Company owned a portfolio of 52 retail  properties  (the "Retail  Properties" or
the "Properties"). The 52 Retail Properties contain a total of approximately 5.6
million square feet of GLA.

         The  Company's  business  strategy is highly  focused  with  respect to
property  type  and   location.   The  Company   concentrates   its  efforts  on
supermarket-anchored  neighborhood shopping centers. The Company generally seeks
to own properties located in densely populated areas, that have high visibility,
open-air  designs and ease of entry and exit, and that may be readily  adaptable
over time to expansion, renovation and redevelopment.

         The Retail Properties are strategically  located neighborhood  shopping
centers principally  anchored by well known tenants such as Giant Food, Safeway,
Shoppers Food Warehouse,  Food Lion, A&P Superfresh,  Winn Dixie,  Weis Markets,
Acme Market,  Dominick's  Supermarket,  CVS/Pharmacy and Rite Aid.  Neighborhood
shopping  centers are typically open- air centers ranging in size from 50,000 to
150,000 square feet of GLA and anchored by supermarkets  and/or drug stores. The
Retail Properties range in size from  approximately  3,000 square feet of GLA to
approximately  335,000  square feet of GLA,  and average  approximately  106,000
square feet of GLA. The anchor tenants  typically  offer daily  necessity  items
rather than specialty goods.  Nine of the Retail Properties are relatively small
in size, with less than 50,000 square feet of GLA. Such properties do not have a
large  supermarket  or drug store anchor  tenant,  and as such may be subject to
greater variability in consumer traffic and operating performance.

         The Company's  assets are held by, and all its operations are conducted
through,  the Operating  Partnership and the Management Company.  Certain of the
Properties are owned by partnerships (or limited  liability  companies) in which
the  Operating  Partnership,  the Company or a subsidiary of the Company acts as
general partner (or managing member) and owns a controlling interest (the "Lower
Tier  Partnerships").  The Company is the sole general  partner of the Operating
Partnership and the Company currently owns  approximately 75% of the partnership
interests in the Operating  Partnership.  The limited  partners are individuals,
partnerships  and others who have  contributed  their properties in exchange for
partnership  interests ("Units").  The limited partners may exchange their Units
for  cash,  or at the  option of the  Company,  for  stock of the  Company  on a
one-for-one  basis.  The  Operating  Partnership  owns  100%  of the  non-voting
preferred  stock of the Management  Company,  and is entitled to 99% of the cash
flow from the Management Company.

         The  Company  was  formed in April  1994 to  continue  and  expand  the
neighborhood  shopping center acquisition,  management and renovation strategies
of First  Washington  Management,  Inc.  ("FWM"),  which has been engaged in the
business  since  1983.  FWM was  founded  by Stuart D.  Halpert,  the  Company's
Chairman,  William J. Wolfe,  President and Chief Executive Officer,  and Lester
Zimmerman, an Executive Vice President (the "Principals").

         The Company has  approximately 73 employees,  including a team of asset
and property  managers and leasing  agents and  in-house  legal,  architectural,
engineering,  accounting,  marketing  and computer  specialists.  The  Company's
executive and principal property  management office is located at 4350 East-West
Highway,  Suite 400, Bethesda,  Maryland 20814 and its telephone number is (301)
907-7800.  The Company has regional property management offices located in North
Carolina, Pennsylvania and Virginia.
USE OF PROCEEDS

The  Company  will not realize any  proceeds  from the sale of the Common  Stock
which may be sold under this  Prospectus for the respective  accounts of each of
the Selling Security Holders. The Company, however, will derive proceeds from
 exercise of the  Options.  Such  proceeds  will be available to the Company for
    working capital and general corporate  purposes.  No assurance can be given,
    however, as to when or if any or all of the Options will be exercised.

                                             SELLING SECURITY HOLDERS

         The  following  table  sets  forth  the name of each  Selling  Security
Holder,  the amount of Common Stock owned by such Selling  Security Holder as of
May 31, 1998,  the amount of Common  Stock to be resold,  the amount and (if one
percent or more) the  percentage of Common Stock owned by such Selling  Security
Holder after such resale.
Maximum
                                       Number         Amount and Percentage
                                     of Shares              of Common
Selling Security  Number of Shares  which may be    Stock Owned After Resale(3)
   Holder (1)        Owned (2)      Sold Hereunder  Amount          Percentage

Stuart D. Halpert
Chairman 
of the Board              184,056       194,475       184,056            2.5%

William J. Wolfe
President and 
Chief                     184,056       194,475       184,056            2.5%
Executive Officer

Lester Zimmerman
Executive 
Vice President             91,653             0        91,653            1.2%

James G. Blumenthal
Executive 
Vice President              9,653        17,130         9,653            0.1%

Jeffrey S. Distenfeld
Senior Vice President       9,653        17,130         9,653            0.1%

James G. Pounds
Senior Vice President       9,653        17,130         9,653            0.1%
1The nature of any position,  office or other material  relationship  which
each Selling Security Holder has had with the Company or any of its predecessors
or  affiliates  has not  changed as  disclosed  in this table for the past three
years.
     2Ownership as of May 31, 1998.
     3Assumes sale of the maximum  number of shares of Common Stock which may be
sold hereunder,  although Selling Security Holders are under no obligation known
to the Company to sell any shares of Common  Stock.  Percentages  are based upon
7,399,916 shares of Common Stock outstanding as of May 31, 1998.

                                                    PLAN OF DISTRIBUTION

         The Selling  Security Holders may sell shares of Common Stock in any of
the following ways: (i) through dealers;  (ii) through agents; or (iii) directly
to one or more purchasers. The distribution of the shares of Common Stock may be
effected  from  time  to time in one or more  transactions  (which  may  involve
crosses or block  transactions) (A) on the NYSE (or on such other national stock
exchanges  on which the shares of Common  Stock may be traded from time to time)
in transactions  which may include  special  offerings,  exchange  distributions
and/or secondary  distributions  pursuant to and in accordance with the rules of
such exchanges, (B) in the over-the-counter market, or (C) in transactions other
than on such exchanges or in the  over-the-counter  market,  or a combination of
such  transactions.  Any  such  transaction  may be  effected  at  market  price
prevailing  at the time of sale,  at prices  related to such  prevailing  market
prices,  at negotiated  prices or at fixed prices.  The Selling Security Holders
may effect  such  transaction  by selling  shares of Common  Stock to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
discounts,  concessions or commissions  from the Selling Security Holders and/or
commissions  from  purchasers of shares of Common Stock from who they may act as
agent.  The  Selling  Security  Holders  and any  broker-dealers  or agents that
participate  in the  distribution  of shares of  Common  Stock by them  might be
deemed  to be  underwriters,  and  any  discounts,  commissions  or  concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.

                                                          EXPERTS

         The consolidated  balance sheets of the Company as of December 31, 1997
and 1996 and the consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period  ended  December  31, 1997,
the financial statement schedules of the Company as of and for each of the three
years in the period ended December 31, 1997, included in the Company's 1997 Form
10-K,  have been  incorporated  herein in  reliance  on the  report of Coopers &
Lybrand L.L.P., independent accountants,  given on the authority of that firm as
experts in accounting and auditing.

                                                       LEGAL MATTERS

         The legality of the Common Stock which is registered  for issuance upon
exercise of options  pursuant to the Amended and Restated 1994 Stock Option Plan
will be passed upon for the Company by Ballard Spahr  Andrews & Ingersoll,  LLP,
Baltimore, Maryland.
No  dealer,  salesperson  or any other  person has been  authorized  to give any
information or to make any representations not contained in this Prospectus.  If
given or made, such  information or  representations  must not be relied upon as
having been authorized by the Company or any  underwriter.  This Prospectus does
not  constitute  an  offer  to sell or a  solicitation  of an  offer  to buy any
securities  in any  jurisdiction  in which such offer or  solicitation  would be
unlawful or to any person to whom it is  unlawful.  Neither the delivery of this
Prospectus nor any sale made hereunder shall,  under any  circumstances,  create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof or that any information  contained herein is correct as of
any time subsequent to its date.

FIRST WASHINGTON REALTY TRUST INC.

1,301,540 shares of Common Stock

PROSPECTUS

TABLE OF CONTENTS
                                                      Page
Available Information...................................2
Incorporation of Certain Documents
       by Reference
 ........................................................2
The Company.............................................3        
Use of Proceeds.........................................4
Selling Security Holder.................................4
Plan of Distribution....................................4
Experts.................................................5
Legal Matters...........................................5

June 19, 1998
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents which have previously been filed by the Company
with the Commission are incorporated herein by reference:

                           (1) the Company's  Annual Report on Form 10-K for the
                  year ended  December  31,  1997 filed with the  Commission  on
                  March 31, 1998;

                           (2) the Company's Quarterly Report on Form 10-Q dated
                  March 31, 1998 filed with the Commission on May 15, 1998;

                           (3) the  Company's  current  report on Form 8-K dated
                  June 17, 1998 filed with the Commission on June 17, 1998;

                           (4) the  description  of the  Company's  Common Stock
                  contained in the Company's  Registration Statement on Form 8-A
                  filed with the Commission on August 9, 1996; and

                           (5) the Company's Proxy Statement with respect to its
                  Annual Meeting of Shareholders held on May 8, 1998.

         All documents filed by the Company  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the Exchange Act after the date of this  Prospectus  and prior to
the  termination of the offering of the Common Stock made hereby shall be deemed
to be  incorporated in this Prospectus by reference and to be a part hereof from
the date of filing of such documents.  Any statement  contained  herein, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent that a statement  contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference  herein,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

         The Company will provide  without charge to each person,  including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
request of any such person,  a copy of any or all of the documents  incorporated
herein by reference, except the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests for such
copies should be directed to the Company, at 4350 East-West Highway,  Suite 400,
Bethesda,  MD 20814,  Attention:  Investor  Relations;  telephone  number  (301)
907-7800.

ITEM 4.       DESCRIPTION OF SECURITIES

Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Maryland  General  Corporation  Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision  eliminating  the liability of
its directors and officers to the  corporation  and its  stockholders  for money
damages  except for liability  resulting  from (a) actual receipt of an improper
benefit or profit in money,  property or  services or (b) active and  deliberate
dishonesty  established  by a final  judgment as being  material to the cause of
action.  The charter of the Company (the  "Charter")  contains  such a provision
which  eliminates  such liability to the maximum  extent  permitted by the MGCL.
This provision does not limit the ability of the Company or its  stockholders to
obtain other relief, such as an injunction or rescission.

         The Charter authorizes the Company,  to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses  in advance of final  disposition  of a  proceeding  to any  present or
former director or officer from and against any claim or liability to which such
person may become subject or which such person may incur by reason of his status
as a present or former  director  or officer of the  Company.  The bylaws of the
Company (the "Bylaws") obligate the Company,  to the maximum extent permitted by
Maryland law, to indemnify and to pay
or reimburse reasonable expenses in advance of final disposition of a proceeding
to (a) any  present or former  director  or  officer  who is made a party to the
proceeding by reason of his service in that capacity or (b) any individual  who,
while a director of the Company and at the request of the Company, serves or has
served another corporation,  partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director,  officer, partner or trustee of such
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his service in
that  capacity.  The Bylaws  also permit the  Company to  indemnify  and advance
expenses  to any person who served a  predecessor  of the  Company in any of the
capacities  described  above and to any  employee  or agent of the  Company or a
predecessor of the Company.

         The MGCL requires a corporation (unless its charter provides otherwise,
which the  Charter  does not) to  indemnify  a director  or officer who has been
successful,  on the merits or  otherwise,  in the defense of any  proceeding  to
which he is made a party by reason of his  service  in that  capacity.  The MGCL
permits a  corporation  to  indemnify  its  present  and  former  directors  and
officers,  among others, against judgments,  penalties,  fines,  settlements and
reasonable  expenses actually incurred by them in connection with any proceeding
to which  they may be made a party by reason of their  service in those or other
capacities unless it is established that (a) the act or omission of the director
or officer was material to the matter giving rise to the  proceeding and (i) was
committed  in bad  faith  or (ii)  was  the  result  of  active  and  deliberate
dishonesty,  (b) the director or officer actually  received an improper personal
benefit  in  money,  property  or  services  or (c) in the case of any  criminal
proceeding, the director or officer had reasonable cause to believe that the act
or omission was unlawful.  However,  under the MGCL, a Maryland  corporation may
not  indemnify  for an  adverse  judgment  in a suit by or in the  right  of the
corporation  or for a judgment of liability on the basis that  personal  benefit
was improperly  received,  unless in either case a court orders  indemnification
and then only for  expenses.  In  addition,  the MGCL to  advance  a  reasonable
expense,  to a  director  or  officer  upon the  corporation's  receipt of (a) a
written  affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the corporation
and (b) a written  undertaking  by him or on his behalf to repay the amount paid
or reimbursed by the  corporation if it shall  ultimately be determined that the
standard  of  conduct  was  not  met.  The  termination  of  any  proceeding  by
conviction,  or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment,  creates a rebuttable presumption that
the director or officer did not meet the requisite  standard of conduct required
for indemnification to be permitted.

         The  Partnership  Agreement  also provides for  indemnification  of the
Company,  as general  partner,  and its officers and directors  generally to the
same extent as permitted by the MGCL for a corporation's  officers and directors
and limits the  liability of the Company to the  Operating  Partnership  and its
partners in the case of losses sustained,  liabilities  incurred or benefits not
derived as a result of errors in  judgment or mistakes of fact or law or any act
or omission if the Company acted in good faith.

         It is the position of the Commission that  indemnification of directors
and officers for liabilities  arising under the Securities Act is against public
policy and is unenforceable pursuant to Section 14 of the Securities Act.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.       EXHIBITS

         Exhibits

         4.             Amended and Restated Articles of Incorporation*
1

         4.             Bylaws**
2

         5              Opinion of Ballard Spahr Andrews & Ingersoll, LLP

         2              Consent of Ballard Spahr Andrews & Ingersoll, LLP 
                        (included in Exhibit 5)
3(a)

         2              Consent of Coopers & Lybrand L.L.P.
3(b)
* Included as an exhibit to the Company's Form 10-K for the fiscal year
ended December 31, 1996, and incorporated herein by reference.

     **Included  as an exhibit to the Company's  Registration  Statement on Form
S-11, file No. 33-83960, and incorporated herein by reference.

ITEM 9.       UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
             sales  are  being  made,   a   post-effective   amendment  to  this
             registration statement:

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20 percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  registration  statement or any
material change to such information in this  registration  statement;  provided,
however,  that  subparagraphs  (i) and  (ii)  do not  apply  if the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in the periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

                           (2) That for the purpose of determining any liability
             under  the  Securities  Act  of  1933,  each  such   post-effective
             amendment  shall  be  deemed  to  be a new  registration  statement
             relating to the Securities offered herein, and the offering of such
             Securities at that time shall be deemed to be the initial bona fide
             offering thereof.

                           (3)  To  remove  from  registration  by  means  of  a
             post-effective  amendment any of the  Securities  being  registered
             which remain unsold at the termination of the offering.

         The  undersigned  Registrant  hereby further  undertakes  that, for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934 that is  incorporated by reference
in  this  registration  statement  shall  be  deemed  to be a  new  registration
statement  relating to the Securities  offered herein,  and the offering of such
Securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to the  provisions  described  under  Item 15 of this
registration statement, or otherwise (other than insurance),  the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the Securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed  in such Act and will be governed by the final  adjudication
of such issue.
SIGNATURES
         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form S-8,  and has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Bethesda, State of Maryland on June 19, 1998.

                                     FIRST WASHINGTON REALTY TRUST, INC.

                                     By:  /s/ William J. Wolfe
                                          William J. Wolfe

                                          President and Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  William Wolfe as his  attorney-in-fact  and agent,  with full power of
substitution and resubstitution  for him in any and all capacities,  to sign any
or all amendments or post-effective  amendments to this Registration  Statement,
or any Registration Statement for the same offering that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the
same, with exhibits  thereto and other  documents in connection  therewith or in
connection with the registration of the Securities under the Securities Exchange
Act of 1934, as amended,  with the Securities and Exchange Commission,  granting
unto such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite and  necessary in  connection  with such
matters and hereby ratifying and confirming all that such  attorney-in-fact  and
agent or his substitutes may do or cause to be done by virtue hereof.

Signature               Title                                      Date

/s/ Stuart D. Halpert   Chairman of the Board of Directors         June 19, 1998
Stuart D. Halpert

/s/ William J. Wolfe    President, Chief Executive Officer, 
                        Director                                   June 19, 1998
William J. Wolfe

/s/ Lester Zimmerman    Executive Vice President, Director         June 19, 1998
Lester Zimmerman

/s/ James G. Blumenthal Executive Vice President and 
                        Chief Financial Officer                    June 19, 1998
James G. Blumenthal

/s/ Stanley T. Burns    Director                                   June 19, 1998
Stanley T. Burns

/s/ Matthew J. Hart     Director                                   June 19, 1998
Matthew J. Hart

/s/ William M. Russell  Director                                   June 19, 1998
William M. Russell

/s/ Heywood Wilansky    Director                                   June 19, 1998
Heywood Wilansky