As filed with the Securities and Exchange Commission on September 17, 1998

                                                Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                              THE SECURITIES ACT OF
                                      1933

                         FEDERAL REALTY INVESTMENT TRUST
             (Exact name of registrant as specified in its charter)

     District of Columbia                           52-0782497 
-------------------------------                  --------------------
(State or other jurisdiction of                  (I.R.S. Employer 
incorporation or organization)                   Identification No.)

                           1626 East Jefferson Street
                            Rockville, Maryland 20852
               (Address of principal executive offices) (Zip code)

              FEDERAL REALTY INVESTMENT TRUST AMENDED AND RESTATED
                          1993 LONG-TERM INCENTIVE PLAN
                          -----------------------------
                              (Full title of plan)

           Steven J. Guttman, President and Chief Executive Officer
                           1626 East Jefferson Street
                            Rockville, Maryland 20852
               --------------------------------------------------
               (Name and address of agent for service) (Zip code)

                                (301) 998-8100
                    ---------------------------------------
                    (Telephone number of agent for service)

                                    Copy to:
                             Thomas F. Cooney, Esq.
                              Sidney R. Smith, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Street, N.W.
                             Washington, D.C. 20036



                                                   Page 1 of 6 pages  
                                                   Exhibit Index is on page 6.


<PAGE>


                         CALCULATION OF REGISTRATION FEE
                         -------------------------------

                                     Proposed        Proposed
                                     maximum         maximum
                        Amount       offering        aggregate      Amount of
Title of securities     to be        price           offering       registration
TO BE REGISTERED        REGISTERED   PER SHARE(1)    PRICE(1)       FEE(1)

Common shares of
beneficial interest     1,900,000    $21.03        $39,957,000      $11,790

_______________

(1)   Inserted  solely  for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h). The fee is calculated on the basis of the average
      of the high and low sales  prices for the  Registrant's  common  shares of
      beneficial interest on the New York Stock Exchange,  Inc. on September 15,
      1998.















                                      -2-
<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

      This Registration Statement covers additional securities of the same class
as  other  securities  for  which a  Registration  Statement  on Form  S-8  (No.
33-60252) filed on this form relating to an employee  benefit plan is effective,
which is hereby incorporated by reference.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.           EXHIBITS.

      The following are filed herewith as part of this Registration Statement:


      EXHIBIT NO.                   EXHIBIT
      -----------                   -------

           5.1    Opinion of Kirkpatrick & Lockhart LLP as to the
                  legality of the securities being registered

          24.1    Consent of Grant Thornton LLP

          24.2    The consent of  Kirkpatrick & Lockhart LLP to the use of their
                  opinion  as an  exhibit  to  this  Registration  Statement  is
                  included in their opinion filed herewith as Exhibit 5.1

            25    Power of Attorney



                                      -3-
<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Rockville,  State of Maryland, on this 17th day
of September, 1998.

                                    FEDERAL REALTY INVESTMENT TRUST



                                    By: /s/ Steven J. Guttman
                                        ---------------------------------------
                                           Steven J. Guttman, President
                                           and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Steven J. Guttman attorney-in-fact,  with
the power of substitution, for him or her in any and all capacities, to sign any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may do or cause to be
done by virtue hereof.

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

SIGNATURE                               TITLE                      DATE



/s/ Dennis L. Berman                Trustee                 September 17, 1998
-------------------------------
Dennis L. Berman

                                    Trustee                 September 17, 1998
-------------------------------
Kenneth S. Brody

/s/ A. Cornet de Ways Ruart         Trustee                 September 17, 1998
-------------------------------
A. Cornet de Ways Ruart

                                    Trustee                 September 17, 1998
-------------------------------
Kristin Gamble




                                      -4-
<PAGE>


/s/ Samuel J. Gorlitz                Trustee                 September 17, 1998
------------------------------
Samuel J. Gorlitz


/s/ Steven J. Guttman               President, Chief        September 17, 1998
------------------------------
Steven J. Guttman                   Executive Officer
                                    and Trustee (Principal
                                    Executive Officer)


/s/ Walter F. Loeb                  Trustee                 September 17, 1998
------------------------------
Walter F. Loeb

/s/ Mark S. Ordan                   Trustee                 September 17, 1998
------------------------------
Mark S. Ordan


/s/ George L. Perry                 Trustee                 September 17, 1998
------------------------------
George L. Perry


/s/ Cecily A. Ward                  Controller              September 17, 1998
------------------------------
Cecily A. Ward                      (Principal
                                    Accounting Officer)


/s/ Donald C. Wood       
------------------------------
Donald C. Wood                     Senior Vice President    September 17, 1998
                                   and Finanical Officer





                                      -5-
<PAGE>



                                  EXHIBIT INDEX

                                                                      Sequential
EXHIBIT NO.    DESCRIPTION                                              PAGE NO.

4.1            Federal Realty  Investment Trust Amended and 
               Restated 1993 Long-Term Incentive Plan, filed
               with the SEC on October 30, 1997 as Exhibit 99 
               to the Trust's Quarterly Report on Form 10-Q for 
               the quarter ended September 30, 1997, is 
               incorporated herein by reference thereto                  --

  4.2          The Trust's  Third Amended and Restated  
               Declaration of Trust dated May 24, 1984, filed
               with the SEC on July 5, 1984 as Exhibit 4 to the 
               Trust's Registration Statement on  Form  S-2  
               (No. 2-92057), is incorporated herein by reference
               thereto                                                   --

  4.3          Amended Bylaws of the Trust, filed with the SEC 
               as an Exhibit to the Trust's Quarterly Report on 
               Form 10-Q dated June 30, 1998, is incorporated
               herein by reference thereto                               --

  5.1          Opinion of  Kirkpatrick  & Lockhart  LLP as to  
               the legality of the securities being registered           7

 24.1          Consent of Grant Thornton                                 9

 24.2          The  consent  of  Kirkpatrick & Lockhart LLP
               to the use of  their opinion as an exhibit to  
               this Registration Statement is included in their
               opinion filed herewith as Exhibit 5.1                     --

   25          Power of Attorney                                     See page 4



                             -6-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9837}]
{"company-data": {"conformed-name": "FEDERAL REALTY INVESTMENT TRUST", "cik": "0000034903", "assigned-sic": "6798", "irs-number": "520782497", "state-of-incorporation": "DC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63617", "film-number": "98711054"}, "business-address": {"street1": "1626 EAST JEFFERSON STREET", "city": "ROCKVILLE", "state": "MD", "zip": "20852-4041", "phone": "3016523360"}, "mail-address": {"street1": "1625 EAST JEFFERSON STREET", "city": "ROCKVILLE", "state": "MD", "zip": "20852-4041"}}
As filed with the Securities and Exchange Commission on September 17, 1998

                                                Registration No. ____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                              THE SECURITIES ACT OF
                                      1933

                         FEDERAL REALTY INVESTMENT TRUST
             (Exact name of registrant as specified in its charter)

     District of Columbia                           52-0782497 
-------------------------------                  --------------------
(State or other jurisdiction of                  (I.R.S. Employer 
incorporation or organization)                   Identification No.)

                           1626 East Jefferson Street
                            Rockville, Maryland 20852
               (Address of principal executive offices) (Zip code)

              FEDERAL REALTY INVESTMENT TRUST AMENDED AND RESTATED
                          1993 LONG-TERM INCENTIVE PLAN
                          -----------------------------
                              (Full title of plan)

           Steven J. Guttman, President and Chief Executive Officer
                           1626 East Jefferson Street
                            Rockville, Maryland 20852
               --------------------------------------------------
               (Name and address of agent for service) (Zip code)

                                (301) 998-8100
                    ---------------------------------------
                    (Telephone number of agent for service)

                                    Copy to:
                             Thomas F. Cooney, Esq.
                              Sidney R. Smith, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Street, N.W.
                             Washington, D.C. 20036

                                                   Page 1 of 6 pages  
                                                   Exhibit Index is on page 6.
CALCULATION OF REGISTRATION FEE
                         -------------------------------

                                     Proposed        Proposed
                                     maximum         maximum
                        Amount       offering        aggregate      Amount of
Title of securities     to be        price           offering       registration
TO BE REGISTERED        REGISTERED   PER SHARE(1)    PRICE(1)       FEE(1)

Common shares of
beneficial interest     1,900,000    $21.03        $39,957,000      $11,790

_______________

(1)   Inserted  solely  for the  purpose of  calculating  the  registration  fee
      pursuant to Rule 457(h). The fee is calculated on the basis of the average
      of the high and low sales  prices for the  Registrant's  common  shares of
      beneficial interest on the New York Stock Exchange,  Inc. on September 15,
      1998.

                                      -2-
DOCUMENTS INCORPORATED BY REFERENCE

      This Registration Statement covers additional securities of the same class
as  other  securities  for  which a  Registration  Statement  on Form  S-8  (No.
33-60252) filed on this form relating to an employee  benefit plan is effective,
which is hereby incorporated by reference.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.           EXHIBITS.

      The following are filed herewith as part of this Registration Statement:

      EXHIBIT NO.                   EXHIBIT
      -----------                   -------

           5.1    Opinion of Kirkpatrick & Lockhart LLP as to the
                  legality of the securities being registered

          24.1    Consent of Grant Thornton LLP

          24.2    The consent of  Kirkpatrick & Lockhart LLP to the use of their
                  opinion  as an  exhibit  to  this  Registration  Statement  is
                  included in their opinion filed herewith as Exhibit 5.1

            25    Power of Attorney

                                      -3-
SIGNATURES

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
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 Rockville,  State of Maryland, on this 17th day
of September, 1998.

                                    FEDERAL REALTY INVESTMENT TRUST

                                    By: /s/ Steven J. Guttman
                                        ---------------------------------------
                                           Steven J. Guttman, President
                                           and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL  PERSONS BY THESE  PRESENTS,  that each  person  whose  signature
appears below constitutes and appoints Steven J. Guttman attorney-in-fact,  with
the power of substitution, for him or her in any and all capacities, to sign any
amendments to this  Registration  Statement on Form S-8, and to file same,  with
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
said attorney-in-fact,  or his substitute or substitutes,  may do or cause to be
done by virtue hereof.

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

SIGNATURE                               TITLE                      DATE

/s/ Dennis L. Berman                Trustee                 September 17, 1998
-------------------------------
Dennis L. Berman

                                    Trustee                 September 17, 1998
-------------------------------
Kenneth S. Brody

/s/ A. Cornet de Ways Ruart         Trustee                 September 17, 1998
-------------------------------
A. Cornet de Ways Ruart

                                    Trustee                 September 17, 1998
-------------------------------
Kristin Gamble

                                      -4-
/s/ Samuel J. Gorlitz                Trustee                 September 17, 1998
------------------------------
Samuel J. Gorlitz

/s/ Steven J. Guttman               President, Chief        September 17, 1998
------------------------------
Steven J. Guttman                   Executive Officer
                                    and Trustee (Principal
                                    Executive Officer)

/s/ Walter F. Loeb                  Trustee                 September 17, 1998
------------------------------
Walter F. Loeb

/s/ Mark S. Ordan                   Trustee                 September 17, 1998
------------------------------
Mark S. Ordan

/s/ George L. Perry                 Trustee                 September 17, 1998
------------------------------
George L. Perry

/s/ Cecily A. Ward                  Controller              September 17, 1998
------------------------------
Cecily A. Ward                      (Principal
                                    Accounting Officer)

/s/ Donald C. Wood       
------------------------------
Donald C. Wood                     Senior Vice President    September 17, 1998
                                   and Finanical Officer

                                      -5-
EXHIBIT INDEX

                                                                      Sequential
EXHIBIT NO.    DESCRIPTION                                              PAGE NO.

4.1            Federal Realty  Investment Trust Amended and 
               Restated 1993 Long-Term Incentive Plan, filed
               with the SEC on October 30, 1997 as Exhibit 99 
               to the Trust's Quarterly Report on Form 10-Q for 
               the quarter ended September 30, 1997, is 
               incorporated herein by reference thereto                  --

  4.2          The Trust's  Third Amended and Restated  
               Declaration of Trust dated May 24, 1984, filed
               with the SEC on July 5, 1984 as Exhibit 4 to the 
               Trust's Registration Statement on  Form  S-2  
               (No. 2-92057), is incorporated herein by reference
               thereto                                                   --

  4.3          Amended Bylaws of the Trust, filed with the SEC 
               as an Exhibit to the Trust's Quarterly Report on 
               Form 10-Q dated June 30, 1998, is incorporated
               herein by reference thereto                               --

  5.1          Opinion of  Kirkpatrick  & Lockhart  LLP as to  
               the legality of the securities being registered           7

 24.1          Consent of Grant Thornton                                 9

 24.2          The  consent  of  Kirkpatrick & Lockhart LLP
               to the use of  their opinion as an exhibit to  
               this Registration Statement is included in their
               opinion filed herewith as Exhibit 5.1                     --

   25          Power of Attorney                                     See page 4

                             -6-