UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549



FORM 40-F

o STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

ý ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2013

GRANITE REAL ESTATE INVESTMENT TRUST(Commission File Number: 001-35771)
(Name of registrant)

Province of Ontario, Canada(Province or other jurisdiction of incorporation or organization)

GRANITE REIT INC.(Commission File Number: 001-35772)
(Name of registrant)

Province of British Columbia, Canada(Province or other jurisdiction of incorporation or organization)

77 King Street West, Suite 4010, P.O. Box 159
Toronto-Dominion Centre
Toronto, Ontario
M5K 1H1(Address of Principal Executive Offices)

6500(Primary Standard Industrial Classification Code
Number (if applicable))

N/A(I.R.S. Employer
identification Number (if applicable))


CT Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 894-8700(Name, address (including zip code) and
telephone number (including area code) of
agent for service in the United States)

Securities
registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which RegisteredStapled Units, each consisting of one unit of Granite Real Estate
Investment Trust and one common share of Granite REIT Inc.

The New York Stock Exchange


Securities
registered or to be registered pursuant to Section 12(g) of the Act:None

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

For
annual reports, indicate by check mark the information filed with this Form:

ý
Annual information form                                ý Audited annual financial statements

Indicate the number of outstanding shares of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 46,944,821 Stapled Units outstanding as of
December 31, 2013.

Indicate
by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

Yes    o                        No    ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past
90 days.

Yes    ý                        No    o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was
required to submit and post such files).

Yes    ý                        No    o





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EXPLANATORY NOTE

This annual report on Form 40-F is filed by Granite Real Estate Investment Trust ("Granite REIT") and Granite REIT Inc.
("Granite GP," together with Granite REIT, the "Registrants" and each a "Registrant"). The Annual Information Form, Management's Discussion and Analysis of Operations and Financial Position and
audited financial statements filed as Exhibits to this annual report relate to the combined operations and activities of the Registrants. For more information regarding the Registrants and the Stapled
Units, see "Description of the Stapled Units" below.

DESCRIPTION OF THE STAPLED UNITS

On January 3, 2013, Granite Real Estate Inc. ("Granite Co.") completed its conversion from a corporate structure
to a stapled unit Real Estate Investment Trust structure. The conversion was implemented pursuant to a plan of arrangement under theBusiness Corporations
Act(Québec) (the "Arrangement"). Under the Arrangement, all of the common shares of Granite Co. were exchanged, on a one-for-one basis, for
stapled units (the "Stapled Units"), each of which consists of one unit of Granite REIT and one common share of Granite GP. The Registrants, through Granite REIT Holdings Limited
Partnership and its subsidiaries, continue to carry on the business previously conducted by Granite Co. and its subsidiaries. For more information regarding the Stapled Units and the
Arrangement, see the Annual Information Form dated March 5, 2014, filed as Exhibit 1 to this annual report on Form 40-F.

CONTROLS AND PROCEDURES

A.Disclosure controls and procedures.    The Chief Executive Officer and the Chief Financial Officer of the
Registrants have evaluated the effectiveness of the Registrants' disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this annual report (the "Evaluation Date"). They have concluded that, as of the Evaluation Date, the Registrants' disclosure controls and procedures were effective to ensure
that material information relating to the Registrants would be made known to them and would be disclosed on a timely basis.

B.Report on internal control over financial reporting.    The Registrants' management is responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Registrants.

The
Registrants' internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the Registrants' assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that the Registrants' receipts and expenditures are being made only in accordance with authorizations of its
management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Registrants' assets that could
have a material effect on the financial statements.

Under
the supervision and with the participation of the Registrants' Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the
Registrants' internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that the Registrants' internal control over financial reporting was
effective as of the Evaluation Date.

Deloitte LLP,
an independent registered public accounting firm, who audited and reported on the financial statements for the year ended December 31, 2013, which are filed
as Exhibit 2 to this annual report, has also issued an attestation report under standards of the Public Company Accounting Oversight Board (United States) on the Registrants'
internal control over financial reporting as of the Evaluation Date. The required attestation report is included in the audited financial statements for the year ended December 31, 2013, filed
as Exhibit 2 to this annual report.

C.Changes in internal control over financial reporting.    As of the Evaluation Date, there were no changes in the
Registrants' internal control over financial reporting that occurred during the period covered by this annual
report that have materially affected, or that are reasonably likely to materially affect, the Registrants' internal control over financial reporting, except as described below.

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During
the three month period ended March 31, 2013, there were changes in the Registrants' internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Registrants' internal controls over financial reporting:

Conversion
to IFRS

The
conversion to International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") from U.S. GAAP impacts the way the financial
results of the Registrants are presented along with the accompanying disclosures. Management has evaluated the impact of the conversion on procedures for recording, processing and summarizing material
information as well as disclosure. The most significant change has been the recording of investment properties at fair value and any related deferred taxes. This change has required the design and
implementation of new procedures surrounding the determination of fair values which includes, but is not limited to, rental revenue from current leases and reasonable and supportable assumptions about
rental income from future leases reflecting market conditions at period end, less future cash outflows from such leases. It also includes estimates of discount rates, terminal capitalization rates,
market rents and the engagement of external specialists to determine fair value.

Conversion
to a REIT

Processes
to monitor and maintain Granite REIT's status as a qualifying REIT in Canada and the United States were implemented effective January 1, 2013.

D.Limitations on the effectiveness of controls and procedures.    The Registrants' management, including the Chief
Executive Officer and the Chief Financial Officer, does not expect that the Registrants' controls and procedures will prevent all potential error and fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

Each Registrant has a separately designated standing audit committee ("Audit Committee") established in accordance with
section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee for each Registrant are Messrs. Gerald Miller, Barry Gilbertson and Scott Oran.

Each
Registrant's Board of Trustees or Board of Directors, as applicable, has determined that it has one audit committee financial expert (as such term is defined in
Form 40-F) serving on its Audit Committee. Each Registrant's Board of Trustees or Board of Directors, as applicable, has determined that Mr. Miller is an audit committee financial expert
and is independent, as that term is defined by the New York Stock Exchange's corporate governance standards applicable to the Registrants. The SEC has indicated that the designation of a person
as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the Audit Committee and the
Board of Directors or the Board of Trustees, as applicable, in the absence of such designation or identification and does not affect the duties, obligations or liability of any other member of the
Audit Committee or the Board of Directors or the Board of Trustees, as applicable.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

Please refer to the section entitled "Audit Committee" in the Annual Information Form of Granite Real Estate Investment Trust, included
as an Exhibit to this annual report, for details on policies relating to the pre-approval of all audit services and permitted non-audit services provided to the Registrants by Deloitte LLP. For
the year ended December 31, 2013, none of the Registrants' audit-related fees made use of thede minimisexception to the pre-approval provisions
contained in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.

CODE OF ETHICS

The Registrants have adopted a "code of ethics" (as that term is defined in Form 40-F), entitled the "Code of Conduct and
Ethics," that applies to employees, including officers, as well as trustees and directors. A copy of the Code of Conduct and Ethics has been posted to the website of the Registrants
(www.granitereit.com). The information on the Registrants' website shall not be deemed to be incorporated by reference in this annual report.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Please refer to the section entitled "Audit Committee  Audit Fees" in the Annual Information
Form of Granite Real Estate Investment Trust, included as an Exhibit to this annual report, for details on the fees billed to the Registrants by Deloitte LLP and its affiliates for professional
services rendered in each of the fiscal years ended December 31, 2013. Prior to January 1, 2013, Ernst & Young LLP billed fees to Granite Co. for the fiscal years
ended December 31, 2012.

OFF-BALANCE SHEET ARRANGEMENTS

The Registrants' off-balance sheet arrangements consist of letters of credit, construction and development project commitments and
certain operating agreements. For a discussion of these arrangements, please refer to notes 10 and 23 to the audited combined financial statements for the year ended December 31, 2013,
included as Exhibit 2 to this annual report.

CONTRACTUAL OBLIGATIONS

Please refer to the section entitled "Commitments, Contractual Obligations, Contingencies and Off-Balance Sheet Arrangements" in the
Management's Discussion and Analysis of Operations and Financial Position for the year ended December 31, 2013, included as Exhibit 3 to this annual report.

CORPORATE GOVERNANCE

Please refer to the Registrants' website (www.granitereit.com) for information on the Registrants' compliance with the corporate
governance standards of the New York Stock Exchange and compliance with the corporate governance rules of the Canadian securities regulators. The information on the Registrants' website shall
not be deemed to be incorporated by reference in this annual report.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS



Each
Registrant hereby undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff and to furnish promptly, when requested to
do so by the SEC staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises, or to transactions in said securities.



Each
Registrant has previously filed with the SEC a Form F-X in connection with this annual report on Form 40-F.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, each Registrant certifies that it meets all of the requirements for filing on
Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 5, 2014

GRANITE REAL ESTATE INVESTMENT TRUSTBy:

/s/ THOMAS HESLIP Name: Thomas Heslip
Title: Trustee and Chief Executive OfficerDate: March 5, 2014

GRANITE REIT INC.By:

/s/ THOMAS HESLIP Name: Thomas Heslip
Title: Director and Chief Executive Officer


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EXHIBIT INDEX

1.

Annual Information Form dated as of March 5, 2014.2.

Audited combined financial statements for the year ended December 31, 2013, together with the auditors' report thereon and
the auditors' report on internal controls, from the Annual Report to Stapled Unitholders for fiscal 2013.3.

Management's Discussion and Analysis of Operations and Financial Position for the three-month period and year ended
December 31, 2013, from the Annual Report to Stapled Unitholders for fiscal 2013.4.

Consent of Deloitte LLP.99.1

Certificate of the Chief Executive Officer of the Registrants pursuant to 18 U.S.C. Section 1350, as enacted pursuant
to Section 906 of Sarbanes-Oxley Act of 2002.99.2

Certificate of the Chief Executive Officer of the Registrants required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.99.3

Certificate of the Chief Financial Officer of the Registrants required pursuant to 18 U.S.C. Section 1350, as enacted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.99.4

Certificate of the Chief Financial Officer of the Registrants by Rule 13a-14(a) or Rule 15d-14(a), pursuant to
Section 302 of Sarbanes-Oxley Act of 2002.


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