UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
  [X]                 ANNUAL REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, 2003
                          ------------------------------------------------------

                                       OR

  [ ]                 TRANSITION REPORT PURSUANT TO SECTION
               13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM ______________ TO __________________

                  COMMISSION FILE NUMBER 0-27562
                                         ---------------------------------------


                              ATLANTIC REALTY TRUST
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Maryland                                       13-3849655
----------------------------------------            ----------------------------
     State or other jurisdiction of                       (IRS Employer
     Incorporation or organization                      Identification No.)


     747 Third Avenue, New York, NY                           10017
----------------------------------------            ----------------------------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code 212-702-8561
                                                   -----------------------------

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

         Title of each class           Name of each exchange on which registered

Common Shares of Beneficial Interest,             NASDAQ SmallCap Market
----------------------------------------     --------------------------------
     $0.01 Par Value Per Share
----------------------------------------


           Securities registered pursuant to Section 12(g)of the Act:

                                      None
--------------------------------------------------------------------------------
                                 Title of class


<PAGE>


       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 of
1934  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 [X] No[]

       Indicate by check mark if  disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

       Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No[X]

       Aggregate  market  value of the  Shares of  Beneficial  Interest  held by
non-affiliates of the registrant as of June 30, 2003: approximately $22,865,934.

       Approximately  3,561,553 Shares of Beneficial  Interest of the Registrant
were outstanding as of March 2, 2004.


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page

<S>                                                                                                       <C>
PART I.....................................................................................................1
     Item 1.   Business....................................................................................1
     Item 2.   Properties..................................................................................7
     Item 3.   Legal Proceedings...........................................................................7
     Item 4.   Submission of Matters to a Vote of Security Holders.........................................7

PART II....................................................................................................7
     Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.......................7
     Item 6.   Selected Financial Data.....................................................................8
     Item 7.   Management's Discussion and Analysis of Financial Condition and Liquidation Activities......9
     Item 7A.  Quantitative and Qualitative Disclosures About Market Risk..................................9
     Item 8.   Financial Statements and Supplementary Data................................................10
     Item 9.   Changes in and Disagreements With Accountants On Accounting and Financial Disclosure.......10
     Item 9A.  Controls and Procedures....................................................................10

PART III..................................................................................................11
     Item 10.   Directors and Executive Officers of the Registrant........................................11
     Item 11.   Executive Compensation....................................................................14
     Item 12.   Security Ownership of Certain Beneficial Owners and Management............................16
     Item 13.   Certain Relationships and Related Transactions............................................17
     Item 14.   Principal Accountant Fees and Services....................................................17

PART IV...................................................................................................17
     Item 15.   Exhibits, Financial Statement Schedules, and Reports On Form 8-K..........................17
</TABLE>


<PAGE>


                      CAUTIONARY STATEMENT FOR PURPOSES OF
                         THE "SAFE HARBOR" PROVISIONS OF
              THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

WHEN  USED  IN  THIS  ANNUAL  REPORT  ON  FORM  10-K,   THE  WORDS   "BELIEVES,"
"ANTICIPATES,"  "EXPECTS"  AND  SIMILAR  EXPRESSIONS  ARE  INTENDED  TO IDENTIFY
FORWARD-LOOKING  STATEMENTS.  STATEMENTS LOOKING FORWARD IN TIME ARE INCLUDED IN
THIS ANNUAL REPORT ON FORM 10-K  PURSUANT TO THE "SAFE HARBOR"  PROVISION OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE SUBJECT TO
CERTAIN  RISKS AND  UNCERTAINTIES  WHICH  COULD CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY, INCLUDING, WITHOUT LIMITATION, THOSE STATEMENTS RELATING TO THE "RPS
TRUST ISSUES" AND THE "TRUST AUDIT" DISCUSSED IN ITEM 1 OF THIS ANNUAL REPORT ON
FORM 10-K,  STATEMENTS SET FORTH IN THE SECTION  CAPTIONED "RISK FACTORS" IN THE
TRUST'S REGISTRATION STATEMENT ON FORM 10 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION  ON  MARCH  28,  1996  (FILE  NO.  0-27562)  AND  STATEMENTS  IN  THE
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS"  OF THIS ANNUAL  REPORT ON FORM 10-K.  READERS ARE  CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THE DATE HEREOF.  THE TRUST  UNDERTAKES NO  OBLIGATION TO PUBLICLY  REVISE THESE
FORWARD-LOOKING  STATEMENTS TO REFLECT EVENTS OR  CIRCUMSTANCES  OCCURRING AFTER
THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.


<PAGE>


                                     PART I

ITEM 1. BUSINESS.

       Atlantic Realty Trust, a Maryland real estate  investment trust (together
with its subsidiary,  the "Trust"),  was organized  pursuant to a Declaration of
Trust  dated  July 27,  1995 (as  amended,  the  "Declaration  of  Trust").  The
principal office of the Trust is located at 747 Third Avenue, New York, New York
10017.

       The Trust  commenced  operations on May 10, 1996 as a result of a spinoff
(the  "Spin-Off  Transaction")  from RPS  Realty  Trust  ("RPS").  The  Spin-Off
Transaction  was  consummated  in order to permit RPS to complete an acquisition
(the  "Ramco  Acquisition")  of  assets  from  Ramco  Gershenson,  Inc.  and its
affiliates  ("Ramco"),  which  permitted RPS to become an equity shopping center
real estate investment trust (a "REIT").  RPS undertook the Spin-Off Transaction
because Ramco was unwilling to consummate  the Ramco  Acquisition  if the assets
that were contributed by RPS to the Trust (the "Trust Assets")  remained in RPS.
Pursuant to the  Spin-Off  Transaction,  the board of trustees of RPS approved a
distribution  of one common share of beneficial  interest (the  "Shares") of the
Trust for every eight shares of beneficial interest of RPS (the "Distribution").

       Under  the  provisions  of its  Declaration  of  Trust,  the Trust was to
continue for a period of 18 months from May 10,  1996,  during which time it was
to reduce to cash or cash  equivalents  the Trust  Assets  and either (i) make a
liquidating  distribution to its  shareholders or (ii) agree to merge or combine
operations  with  another  real  estate  entity,  in  either  case,  as  soon as
practicable  following the Distribution  and within such 18-month  period.  Such
18-month  period was subject to  extension if (i) the Trust had not achieved its
objective  and the  holders of at least  two-thirds  of the  outstanding  Shares
approved the extension of such date or (ii) a contingent tax liability  relating
to RPS that has been assumed by the Trust had not been satisfactorily  resolved.
Because the RPS Tax Issues and the Trust Audit (each as defined  below) have not
yet been satisfactorily resolved, the Trust has continued its business past such
18-month period.  The Trust cannot  currently  estimate the timing of the future
satisfactory resolution of the Trust Audit. Accordingly, the Trust will continue
until  there  is  a  final   determination  of  this  issue.  Upon  obtaining  a
satisfactory resolution to the Trust Audit and liquidating the Trust's remaining
assets, any liquidating  distribution  effected by the Trust would be subject to
the satisfaction of the Trust's liabilities to its creditors.  In the event that
at the end of  this  period,  the  Trust  is  unable  to  achieve  its  business
objectives,  the members (the  "Trustees") of the Trust's board of trustees (the
"Board of Trustees")  will appoint an  independent  third party to liquidate the
Trust's remaining assets.

       As a result of the  Spin-Off  Transaction,  the Trust  acquired the Trust
Assets.  The  Trust  Assets  which  have not been  disposed  of by the Trust are
described  below under "--  Description of Trust Assets." The Trust's  principal
investment  objective is to maximize shareholder value from the reduction of the
Trust Assets to cash or cash  equivalents.  As part of its plan to liquidate the
Trust Assets to cash or cash equivalents, the Trust intends, among other things,
and subject to the  Internal  Revenue  Service's  ("IRS")  consideration  of the
appeals filed, by RPS and the Trust in connection  with the examination  reports
issued by the IRS in connection  with their audits of RPS and the Trust (as more
fully  described below under "-- Tax  Contingency")  to continue to: (i)


                                       1
<PAGE>


contact  strategic  buyers of the  Trust's  remaining  asset  (the  Hylan  Plaza
Shopping  Center,  located  in Staten  Island,  New York (the  "Hylan  Center"))
regarding  possible sales  transactions  and (ii) list the Hylan Center for sale
with qualified real estate  brokers.  No assurance can be given,  however,  that
such objective will be achieved. The Trust expects to continue to invest the net
proceeds from sales of the Trust Assets in short-term or temporary  investments,
such as  certificates  of deposit,  pass-through  mortgage-backed  certificates,
mortgage participation certificates and mortgaged-backed  securities (or similar
investment  products),  all or some of which  investments  may be  guaranteed by
Ginnie  Mae,  Fannie  Mae or  Freddie  Mac.  Unless  otherwise  approved  by the
shareholders,  the  Trust  does  not  expect  that it will  make  new  permanent
investments or raise additional capital. In addition,  the Trust does not expect
to acquire additional mortgage loans or properties.

       In addition, the Trust may explore the possibility of merging or entering
into a business  combination with another real estate entity.  The Trust expects
that it will pursue  such a  transaction  only if it  represents  an  attractive
alternative to the  distribution  to  shareholders  of the net proceeds from the
orderly  liquidation  of the  Trust  Assets,  as  described  above.  The  merger
candidates  that may be available to the Trust may be limited as a result of the
amount  of cash  and the  nature  of the  assets  which  the  Trust  will  hold.
Accordingly, there can be no assurance that the Trust will successfully merge or
combine  operations  with  another  real  estate  entity.  Because the Trust has
adopted a policy not to re-invest sales proceeds in additional mortgage loans on
real  estate  (except  to  the  extent  necessary  to  satisfy  applicable  REIT
requirements),  a merger or other business  combination  involving the Trust and
another  real  estate  entity  may  constitute  a  "roll-up  transaction"  under
applicable  securities laws. In such case, the Trust would be required to comply
with the  heightened  disclosure  rules as well as special rules relating to the
proxy  solicitation  process and the listing of the  securities of the surviving
company on any exchange or the inclusion for quotation of such securities on the
Nasdaq Small Cap Market. Application of the roll-up rules to a company merger or
business  combination  could  delay,  defer or prevent such a  transaction  from
occurring.

       The Trust was  organized  for the purpose of  qualifying  as a REIT under
sections  856-860 of the Internal Revenue Code of 1986, as amended (the "Code").
The Trust will elect to qualify as a REIT for the year ended  December  31, 2003
and intends to operate so as to continue to qualify as a REIT.

       As of December 31, 2003, the Trust had six employees.

DESCRIPTION OF TRUST ASSETS

       As of December 31, 2003,  the Trust owned and operated one real property,
the Hylan Center and held  short-term  investments  in the  principal  amount of
approximately $22,500,000, consisting primarily of a certificate of deposit at a
major New York bank.

REAL PROPERTY INVESTMENT

       THE HYLAN PLAZA SHOPPING CENTER.  At December 31, 2003, the Trust held an
equity  investment  in one  property,  the Hylan  Center.  The Hylan Center is a
one-story community shopping center located in Staten Island, New York which was
acquired by the Trust in April,


                                       2
<PAGE>


1996. The Hylan Center  contains  approximately  359,000 square feet of leasable
space  approximately  99% of which was leased and  occupied as of  December  31,
2003. Major tenants (i.e., tenants who accounted for 10% or more of the leasable
space as of December 31, 2003) include  K-Mart Corp.,  a department  store chain
("K-Mart"),  Pathmark  Stores,  Inc.  ("Pathmark"),  and the  Toys  "R" Us -- NY
L.L.C.,  a retail toy store chain  ("Toys "R" Us").  These three  tenants  lease
approximately  104,000,  60,000  and 42,000  square  feet,  respectively,  which
constitutes  29%, 17% and 12%,  respectively,  of the total leasable space.  The
K-Mart  lease  expires in January  2007 and  provides  for  annual  base  rental
payments of approximately  $235,000;  the Pathmark lease expires in January 2007
and provides for annual base rental payments of approximately  $579,000; and the
Toys "R" Us lease  expires in October  2005 and  provides for annual base rental
payments of approximately  $90,000.  The K-Mart lease contains two 5-year tenant
renewal options;  the Pathmark lease contains six 5-year tenant renewal options;
and the Toys "R" Us lease contains one 10-year tenant renewal option. Leases for
approximately  35,000  square feet are due to expire on or prior to December 31,
2004.  The  approximate  base  rental  revenue  as  of  December  31,  2003  was
approximately $4,422,000. The average base rental revenue per leased square foot
as of  December  31,  2003 was  $12.33,  excluding  percentage  rent and similar
provisions.  The Trust believes the property is adequately covered by insurance.
As of December 31, 2003, the estimated net realizable  value of the Hylan Center
was  approximately   $44,144,000,   including   estimated  cash  flows  using  a
disposition  period of 9 months.  Realized values may differ depending on actual
disposition results and time periods.

       Under various federal,  state, and local environmental  laws,  ordinances
and regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous or toxic  substances
on, under or in such property.  Such laws often impose liability  whether or not
the owner or operator  knew of, or was  responsible  for,  the  presence of such
hazardous or toxic substances.  In connection with the ownership,  operation and
management of the Hylan Center,  the Trust may be potentially liable for removal
or  remediation  costs,  as well  as  certain  other  related  costs,  including
governmental fines and injuries to persons and property.  Certain  environmental
laws and  common  law  principles  could  also be used to impose  liability  for
release of an exposure to hazardous  substances,  including  asbestos-containing
materials ("ACMs") into the air, and third parties may seek recovery from owners
or  operators  of  real  properties  for  personal  injury  or  property  damage
associated with exposure to released  hazardous  substances,  including ACMs. As
the owner of the Hylan Center,  the Trust may be potentially liable for any such
costs.

QUALIFICATION AS A REIT

       The Trust  intends to qualify as a REIT for federal  income tax purposes.
If the Trust so  qualifies,  amounts paid by the Trust as  distributions  to its
shareholders  will not be subject to  corporate  income  taxes.  For any year in
which the Trust does not meet the  requirements  for  electing  to be taxed as a
REIT, it will be taxed as a corporation.

       The  requirements  for  qualification as a REIT are contained in Sections
856-860 of the Code and the regulations  promulgated  thereunder.  The following
discussion is a brief summary of some of those  requirements.  Such requirements
include  certain  provisions  relating  to the  nature of a REIT's  assets,  the
sources of its income,  the ownership of its stock,  and the distribution of its
income.  Among other things, at the end of each fiscal quarter,  at least 75% of


                                       3
<PAGE>


the value of the total assets of the Company must consist of real estate  assets
(including interests in mortgage loans secured by real property and interests in
other REITs,  as well as cash, cash items and government  securities)  (the "75%
Asset Test"). There are also certain limitations on the amount of other types of
securities which can be held by a REIT. Additionally,  at least 75% of the gross
income of the Company for the taxable year must be derived from certain sources,
which include "rents from real  property," and interest  secured by mortgages on
real  property.  An  additional  20% of the gross  income of the Company must be
derived from these same sources or from dividends,  interest from any source, or
gains  from  the  sale or  other  disposition  of  stock  or  securities  or any
combination of the foregoing.

       The  Trust  may  invest  the  proceeds  derived  from  the  sale or other
disposition of the Trust Assets in pass-through,  mortgage-backed  certificates,
mortgage participation certificates and mortgage-backed  securities, all or some
of which instruments may be guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac.
Such instruments  produce qualifying income for REIT qualification  purposes and
also satisfy the  requirements of the 75% Asset Test. A REIT is also required to
distribute  at least 90% of its REIT Taxable  Income (as defined in the Code) to
its shareholders.

TAX CONTINGENCY

       During the third quarter of 1994,  RPS held more than 25% of the value of
its gross assets in overnight  Treasury  Bill  reverse  repurchase  transactions
which the IRS may view as  non-qualifying  assets for the purposes of satisfying
an asset  qualification  test  applicable  to REITs,  based on a Revenue  Ruling
published in 1977 (the "Asset  Issue").  RPS requested that the IRS enter into a
closing  agreement with RPS that the Asset Issue would not impact RPS' status as
a REIT.  The IRS declined such request.  In February  1995, the IRS initiated an
examination  of the  1991-1995  income tax  returns of RPS (the "RPS Audit" and,
together with the Asset Issue,  the "RPS Tax Issues").  Based on developments in
the law which occurred since 1977, RPS' tax counsel at that time,  Battle Fowler
LLP,  rendered  an opinion  that RPS'  investment  in Treasury  Bill  repurchase
obligations would not adversely affect its REIT status. However, such opinion is
not binding upon the IRS.

       In connection  with the Spin-Off  Transaction,  the Trust assumed all tax
liability  arising out of the RPS Tax Issues (other than  liability that relates
to events  occurring or actions  taken by RPS following the date of the Spin-Off
Transaction) pursuant to a tax agreement, dated May 10, 1996, by and between RPS
and the Trust (the "Tax Agreement"). Such agreement provides that RPS (now named
Ramco-Gershenson  Properties Trust), under the direction of four trustees, three
of whom are also trustees of the Trust (the  "Continuing  Trustees") and not the
Trust, will control, conduct and effect the settlement of any tax claims against
RPS  relating  to the RPS Tax  Issues.  Accordingly,  the Trust did not have any
control as to the timing of the resolution or disposition of any such claims.

       In December  2003,  Ramco-Gershenson  Properties  Trust and the  Internal
Revenue  Service entered into a closing  agreement  ("Closing  Agreement")  with
respect  to  all  of the  issues  raised  by the  Internal  Revenue  Service  in
connection   with  RPS  Audit.   As  a  condition  of  the  Closing   Agreement,
Ramco-Gershenson  Properties  Trust was  obligated to pay  deficiency  dividends
(under Code Sec.  860) with respect to its 1992 and 1993 taxable year in amounts
not less than $1,386,503 with respect to the 1992 taxable year and $809,010 with
respect to the 1993


                                       4
<PAGE>


taxable year. In addition, Ramco-Gershenson Properties Trust is obligated to pay
a deficiency  in its income taxes with respect to the period  covered by the RPS
Audit equal to $770,258,  plus interest  calculated at the statutory rate on the
amount  of the  deficiency  and the  amount  of the  deficiency  dividends.  The
aggregate amount of the deficiency dividends, income tax deficiency and interest
on these amounts is  approximately  $7,400,000.  Although the Closing  Agreement
provides that the election of Ramco-Gershenson Properties Trust to be taxed as a
"real estate  investment trust" was terminated with respect to its 1994 and 1995
taxable years, it also provides that  Ramco-Gershenson  Properties Trust will be
treated as having reelected to be taxed as a "real estate investment trust" with
respect to its taxable year beginning  January 1, 1996 and that the  termination
of its  election  to be  taxed  as a "real  estate  investment  trust"  will not
prohibit it or any successor  entity (which includes the Trust) from electing to
be taxed as a "real estate investment trust" on or after January 1, 1996.

       The Trust remains  obligated  under the Tax  Agreement to assume  certain
liabilities  relating to the RPS Tax  Issues.  The Trust  established  a special
committee (the "Special  Committee  regarding RPS Tax Issues")  comprised of the
two  Trustees  who are not  Continuing  Trustees or  otherwise  affiliated  with
Ramco-Gershenson  Properties  Trust to act on behalf of the Trust in  evaluating
the  position of the Trust with  respect to the RPS Tax Issues and to  represent
the Trust with  respect to any claims  asserted by  Ramco-Gershenson  Properties
Trust for  contribution  arising  out of the Closing  Agreement.  On January 21,
2004, the Trust  contributed  $2,200,091 in respect of the  deficiency  dividend
required  to be paid  pursuant  to the  Closing  Agreement.  The  Trust  will be
obligated to make additional payments with respect to the RPS Tax Issues and the
Closing Agreement as a result of its obligations under the Tax Agreement. In the
event the Trust is  presented  with  further  requests  or claims for payment or
reimbursement  arising in  connection  with the RPS Tax  Issues and the  Closing
Agreement,  the Special  Committee  regarding  RPS Tax Issues will  evaluate the
Trust's  further  obligations  at the time of its  receipt  of any such claim or
request.

       On February 21, 2003, the IRS issued an  examination  report to the Trust
with respect to the 1996 and 1997 taxable  years of the Trust  ("Trust  Audit").
This examination  report proposes to disallow all of the loss deductions claimed
by the Trust  upon the  disposition  of Trust  Assets  during  that  period.  In
addition, the examination report proposes to increase the REIT taxable income of
the Trust  during 1996 and 1997 on account of two items  reported on the Trust's
tax  returns for which the Trust did not claim any  taxable  loss or  deduction.
Counsel to the Trust has advised that the examination  report contains  numerous
errors of fact with  respect to the  operations  of the Trust and that the legal
conclusions in the  examination  report are not  consistent  with the applicable
provisions of the Code and the income tax regulations. The Trust timely filed an
administrative   appeals  (the  "Trust  Protest")  challenging  the  adjustments
proposed in the examination report.

       Apart from  transferring the  responsibility of the Trust's appeal of the
examination report to the IRS appeals office having  jurisdiction for this case,
no action has yet been taken by the IRS with  respect to the Trust's  Protest to
the disallowances proposed in the examination report issued to the Trust.


                                       5
<PAGE>


FIRST UNION PROPOSAL

       On January  12,  2004,  First  Union  Real  Estate  Equity  and  Mortgage
Investments,  an Ohio business trust ("First Union"), and Michael L. Ashner, the
Chief Executive  Officer of First Union  (together with First Union,  the "First
Union  Group"),  filed a Statement of Beneficial  Ownership on Schedule 13D (the
"Schedule  13D") pursuant to which the First Union Group  reported,  among other
things,  that it had made a formal proposal to the Trust to merge the Trust with
and into First Union or one of its subsidiaries (the "First Union Proposal").

       The First  Union  Proposal  contemplates  that each  share of  beneficial
interest in the Trust (a "Trust Share") would receive aggregate consideration of
$16.25 per Trust Share.  Such amount  would be payable,  at the election of each
shareholder  of the Trust (a "Trust  Shareholder"),  in cash or in exchange  for
First Union's Series A cumulative  convertible  redeemable  preferred  shares of
beneficial interest (the "First Union Preferred Shares") at a rate of 0.65 First
Union  Preferred  Shares per Trust Share.  In the event that Trust  Shareholders
holding more than 1,901,760 Trust Shares in the aggregate elect to receive First
Union Preferred Shares,  such Trust  Shareholders  would receive (i) a number of
First Union Preferred Shares equal to (a) 0.65 multiplied by (b) a fraction, the
numerator of which is 1,901,760 and the denominator of which is the total number
of Trust Shares to be exchanged for First Union  Preferred  Shares and (ii) cash
equal to (x) $16.25 multiplied by (y) a fraction,  the numerator of which is the
number of Trust Shares to be  exchanged  for First Union  Preferred  Shares less
1,901,760  and the  denominator  of which is the  number  of Trust  Shares to be
exchanged for First Union Preferred Shares.  The consideration  payable would be
subject  to  upward  or  downward  adjustment  based  on the  Trust's  projected
post-closing  net cash balance,  information  obtained through First Union's due
diligence    process   and   any   stock   splits,    issuances,    repurchases,
reclassifications and other transactions affecting the value of the Trust.

       On January 13,  2004,  the Board of  Trustees of the Trust (the  "Board")
held a meeting to discuss  the First  Union  Proposal  and the  process it would
undertake  to evaluate  it. The Board  resolved to form a special  committee  of
disinterested directors consisting of Messrs.  Glickman,  Blank and Pashcow (the
"Special  Committee")  to consider any bona fide offer or  acquisition  proposal
made for the Trust and to ensure that all reasonable steps are taken to maximize
shareholder  value  while  having  regard to the  Trust's  existing  contractual
obligations.  Among other things,  the Board instructed the Special Committee to
(i) review,  negotiate and make recommendations to the Board with respect to the
First Union Proposal,  (ii) conduct such other  investigation of the First Union
Proposal, First Union and the Trust as may be necessary to determine whether the
First Union  Proposal is in the best interests of Trust  Shareholders  and (iii)
investigate other strategic alternatives available to the Trust.

       On January 26, 2004, the Special Committee held an organizational meeting
and  commenced  its  evaluation  of the First Union  Proposal as directed by the
Board.  In addition,  the Special  Committee  has retained an  independent  real
estate  brokerage  firm to conduct a valuation  of the Trust's  sole asset,  the
Hylan Shopping Center located in Staten Island, New York. In connection with the
valuation  process that has commenced with respect to the Hylan Shopping Center,
management expects the valuation of the property will be higher than the current
valuation of approximately $44.1 million (based on an appraisal dated October 8,
2002) included in the Trust's Consolidated Statements of Assets in Liquidation.


                                       6
<PAGE>


       As of the  date  of  this  filing,  the  Special  Committee  has  made no
determination  as to whether the Trust will or should engage in a transaction of
the type  contemplated by the First Union Proposal,  whether on the terms of the
First Union Proposal or otherwise,  and there can be no assurance that the Trust
will accept any  acquisition  proposal or that any such  proposal,  if accepted,
will result in the consummation of a transaction.

SEGMENT INFORMATION

       The Trust  considers  its  business  to  include  one  industry  segment,
investment in real estate.

ITEM 2. PROPERTIES.

       The Trust leases  approximately  4,100 square feet of office space at 747
Third  Avenue,  New  York,  New York at an  annual  base  rent of  approximately
$264,000.  This lease will expire on October 31, 2004.  In  addition,  the Trust
owns and operates the Hylan Center property described under Item 1.

ITEM 3. LEGAL PROCEEDINGS.

       There are no  material  pending  legal  proceedings  other than  ordinary
routine litigation  incidental to the business  (including  without  limitation,
foreclosure proceedings), against or involving the Trust or its properties.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       The Trust did not submit any matter to a vote of its shareholders  during
the fourth quarter of 2003.

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(A) MARKET INFORMATION

       The Shares of the Trust have been  included  for  quotation on the Nasdaq
SmallCap Market under the symbol ATLRS. Set forth below is the range of high and
low bid prices for the shares for each of the  quarters  during the years  ended
December 31, 2002 and 2001.

                                              HIGH                      LOW
                                              ----                      ---

First Quarter 2002                           $8.70                    $7.89

Second Quarter 2002                          $9.40                    $8.03

Third Quarter 2002                          $11.40                    $9.25

Fourth Quarter 2002                         $11.05                    $9.38


                                       7
<PAGE>


First Quarter 2003                          $11.10                    $9.75

Second Quarter 2003                         $12.61                    $9.75

Third Quarter 2003                          $14.00                   $10.81

Fourth Quarter 2003                         $16.94                   $11.99


(B) APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

                                                             Approximate Number
                                                             of Record Holders
Title of Class                                             (As of March 2, 2004)
--------------                                             ---------------------
Shares of beneficial interest, $.01 par value                      2,071
                                                           ---------------------
(C) DIVIDEND INFORMATION

       Under the  Code,  a REIT must meet  certain  qualifications  including  a
requirement that it distribute  annually to its shareholders at least 90% of its
REIT Taxable Income. The Trust has continued the cash distribution policy of the
predecessor  programs by making  quarterly  distributions to its shareholders in
amounts  such that  annual  distributions  equal  100% of REIT  Taxable  Income,
thereby  complying with the distribution  requirements of the federal income tax
laws applicable to REITs. See "Qualification as a REIT" in Item 1 above.

       The Trust  paid  distributions  of $.46,  $.62 and $.76 per share for the
years ended December 31, 2003, 2002 and 2001  respectively.  Such  distributions
represent ordinary income for income tax purposes.

ITEM 6. SELECTED FINANCIAL DATA.

       The following  tables set forth certain selected  historical  information
for the Trust. The financial  information should be read in conjunction with the
financial statements and notes thereto included herein.

<TABLE>
<CAPTION>
ATLANTIC REALTY TRUST                                12/31/03          12/31/02        12/31/01         12/31/00         12/31/99
                                                   ------------     ------------     ------------     ------------     ------------
<S>                                                <C>              <C>              <C>              <C>              <C>
Statement of Net Assets
In Liquidation:
        Total Assets                               $ 67,607,443     $ 66,876,929     $ 63,286,177     $ 62,691,522     $ 61,826,132
        Total Liabilities                          $ 12,547,752     $  4,971,363     $  5,430,048     $  4,545,181     $  4,394,443
        Net Assets in Liquidation                  $ 55,059,691     $ 61,905,566     $ 57,856,129     $ 58,146,371     $ 57,431,689

Statement of Changes in
Net Assets in Liquidation:
Increase (Decrease)

                Distributions Paid                   (1,638,314)      (2,208,163)      (2,706,780)      (3,062,936)        (997,235)
Adjustments to Reflect Liquidation
Basis of Accounting                                  (5,207,561)       6,257,600        2,416,538        3,777,618        2,217,035
Net Change in Net Assets in Liquidation            $ (6,845,875)    $  4,049,437     $   (290,242)    $    714,682     $  1,219,800
</TABLE>


                                       8
<PAGE>


ITEM  7.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
LIQUIDATION ACTIVITIES.

CAPITAL RESOURCES AND LIQUIDITY -- ATLANTIC REALTY TRUST

       The Trust's  primary  objective  has been to  liquidate  its assets in an
eighteen-month  period from the date of the Spin-Off Transaction while realizing
the maximum values for such assets;  however  because the RPS Tax Issues had not
been  settled  within such time and the Trust Audit has not been  satisfactorily
resolved, the Trust has continued its business beyond such period.  Although the
Trust  considers  its  assumptions  and estimates as to the values and timing of
such  liquidations to be reasonable,  the period of time to liquidate the assets
and distribute  the proceeds of such assets is subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond  the  Trust's  control.  There can be no  assurance  that the net  values
ultimately  realized  and  costs  actually  incurred  for such  assets  will not
materially differ from the Trust's  estimate.  The Trust does not intend to make
new loans or  actively  engage in either the  mortgage  lending or the  property
acquisition business.

       The Trust  believes  that  cash and cash  equivalents  on hand,  proceeds
generated  by the real  estate  property  that it owns and  operates  (the Hylan
Center) and proceeds  from the eventual sale of such property will be sufficient
to support the Trust and meet its  obligations.  As of December  31,  2003,  the
Trust had approximately $23,198,000 in cash and short-term investments.

       The Trust expects that,  unless it is sold or merges with another entity,
it will liquidate upon resolution of the RPS Tax Issues, the Trust Audit and any
resolution of any liabilities relating thereto under the Tax Agreement.

RESULTS OF OPERATIONS

PERIOD FROM JANUARY 1, 2001 TO DECEMBER  31,  2001,  JANUARY 1, 2002 TO DECEMBER
31, 2002 AND JANUARY 1, 2003 TO DECEMBER 31, 2003.

       As a result  of the  spin-off  transaction,  the Trust  has  adopted  the
liquidation  basis  of  accounting.  The  liquidation  basis  of  accounting  is
appropriate when liquidation  appears imminent and the Trust is no longer viewed
as a going concern. The Trust's income or loss is included in the adjustments to
reflect liquidation basis of accounting. Net income for the years ended December
31, 2003, 2002 and 2001 was approximately $1,580,000,  $2,187,000 and $2,701,000
respectively. The decrease in net assets in liquidation during 2003 is primarily
due to the  Trust's  accrual  of a  liability  of  approximately  $7,400,000  to
Ramco-Gershenson  Properties  Trust with regard to the settlement of the RPS Tax
Issues, including obligations arising from the Closing Agreement.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

       As of December 31, 2003, the Trust has approximately  $23,198,000 of cash
and short term  investments.  The  earnings  from these  assets are  affected by
changes in market  interest rates over which the Trust has no control.  Although
changes in market interest rates may significantly


                                       9
<PAGE>


affect  the  earnings  on these  assets  the  impact in  changes in rates on the
Trust's net assets in liquidation is not expected to be material.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

       See pages F-1 through F-10, which are included herein.

ITEM 9. CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE.

       None.

ITEM 9A. CONTROLS AND PROCEDURES

       As of the end of period  covered by this Annual Report on Form 10-K,  the
Company  carried  out an  evaluation,  under  the  supervision  of and  with the
participation of the Company's management, including the Company's President and
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's  disclosure  controls  and  procedures  pursuant to Exchange  Act Rule
13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of 1934.  Based upon
that evaluation,  the President and Chief Financial  Officer  concluded that the
Company's  disclosure  controls and  procedures are effective (i) to ensure that
material  information  relating to the Trust is communicated to them on a timely
basis,  and (ii) to accomplish the purposes for which they were designed.  There
were no material changes made in the Company's  internal controls over financial
reporting  that  occurred  during the quarter  ended  December 31, 2003 that has
materially  affected,  or are reasonably likely to materially affect the Trust's
internal control over financial reporting.


                                       10
<PAGE>


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

       The  Trust  has  adopted a Code of Ethics  that  applies  to the  Trust's
principal executive officer,  principal financial officer,  principal accounting
officer  or  controller  or persons  performing  similar  functions.  Any person
wishing  to  receive  a copy of The  Code of  Ethics  may be  request  a copy by
contacting  the Trust and  providing a name and  address  where such copy may be
sent.

       The Board of  Trustees is  composed  of six  Trustees,  each of whom will
serve until the respective successors are elected and qualified.

       The Trustees and executive officers of the Trust are as follows:

NAME                     AGE        OFFICES AND POSITIONS
----                     ---        ---------------------

Joel M. Pashcow*         61         Chairman   and   President   of  the   Trust
                                    effective as of February  29,  1996.  He has
                                    been a member of the Bar of the State of New
                                    York  since  1968.   Chairman  of  RPS  from
                                    inception  (December 1988) through May 1996.
                                    He is a graduate of Cornell  University  and
                                    the Harvard Law School.  Mr. Pashcow is also
                                    a  trustee  of  Ramco-Gershenson  Properties
                                    Trust   and   Chairman   of  its   Executive
                                    Committee (formerly named RPS Realty Trust).

Edwin J. Glickman        71         Consultant in real estate financings.  Until
                                    May,  30, 2003,  Mr.  Glickman had served as
                                    Executive  Vice  President of Capital  Lease
                                    Funding   Corp.,   a  company   engaged   in
                                    commercial   real  estate   lending,   since
                                    January 1995.  Prior to that,  Mr.  Glickman
                                    was President of the Glickman  Organization,
                                    Inc.   ("Glickman")  from  January  1992  to
                                    December  1994.   Glickman   conducted  real
                                    estate  investment  consulting  services and
                                    real estate  financial  services,  including
                                    mortgage brokerage, arranging joint ventures
                                    and  equity  financing.  Prior to that,  Mr.
                                    Glickman  was  Chairman  of  the   Executive
                                    Committee of Schoenfeld  Glickman Maloy Inc.
                                    from  May  1989,  which  is a  company  that
                                    conducted  real estate  financial  services,
                                    including  mortgage   brokerage,   arranging
                                    joint  ventures and equity  financing.  Also
                                    served   successively   as  Executive   Vice
                                    President,  President  and Vice  Chairman of
                                    Sybedon Corporation from 1977 to 1993, which
                                    is a  company  that  conducted  real  estate
                                    financial   services,   including   mortgage
                                    brokerage,   arranging


                                       11
<PAGE>


NAME                     AGE        OFFICES AND POSITIONS
----                     ---        ---------------------

                                    joint ventures and equity financing.  In all
                                    positions,  Mr. Glickman has been engaged in
                                    real estate  financial  services,  including
                                    mortgage brokerage, arranging joint ventures
                                    and equity financing.

Stephen R. Blank*        58         Senior  Fellow,  Finance  of the Urban  Land
                                    Institute  ("ULI").  Mr.  Blank  is  also  a
                                    director    of   West   Coast    Hospitality
                                    Corporation,     a    New     York     Stock
                                    Exchange-listed    corporation    and    BNP
                                    Residential  Trust,  Inc., an American Stock
                                    Exchange-listed  REIT.  Prior to joining the
                                    ULI in  December  of 1998,  Mr.  Blank was a
                                    Managing  Director,  Real Estate  Investment
                                    Banking    of   CIBC    Oppenheimer    Corp.
                                    ("Oppenheimer")   since  November  1,  1993.
                                    Prior to joining Oppenheimer,  Mr. Blank was
                                    a Managing  Director,  Real Estate Corporate
                                    Finance,  of Cushman &  Wakefield,  Inc. for
                                    four  years.  Prior to that,  Mr.  Blank was
                                    associated   for  ten  years  with   Kidder,
                                    Peabody  & Co.  Incorporated  as a  Managing
                                    Director of the firm's  Real  Estate  Group.
                                    Mr. Blank graduated from Syracuse University
                                    in 1967 and was awarded a Masters  Degree in
                                    Business       Administration       (Finance
                                    Concentration)  by  Adelphi   University  in
                                    1971.  He is a  member  of  the  Urban  Land
                                    Institute  and the American  Society of Real
                                    Estate Counselors. Since September 1998, Mr.
                                    Blank has been an adjunct  professor  in the
                                    Real   Estate   Executive   MBA  Program  at
                                    Columbia   University   Graduate  School  of
                                    Business.   He  has   lectured   before  the
                                    Practicing  Law  Institute,   the  New  York
                                    University Real Estate Institute,  the Urban
                                    Land Institute and the International Council
                                    of  Shopping  Centers.  Mr.  Blank is also a
                                    trustee of Ramco-Gershenson Properties Trust
                                    (formerly named RPS Realty Trust).

Edward Blumenfeld        63         A principal of Blumenfeld Development Group,
                                    Ltd.,   a  real  estate   development   firm
                                    principally  engaged in the  development  of
                                    commercial properties since 1978.

Arthur H. Goldberg*      61         Managing  Director of Corporation  Solutions
                                    Group  since  January  2000.   President  of
                                    Manhattan  Associates,  LLC, a merchant  and
                                    investment  banking firm from  February 1994
                                    to  December   1999.   Prior  to  that,  Mr.
                                    Goldberg  was  Chairman  of Reich & Company,
                                    Inc.,  (formerly Vantage Services,  Inc.), a
                                    securities    brokerage    and    investment
                                    brokerage   firm,   from   January  1990  to
                                    December 1993. Mr.  Goldberg


                                       12
<PAGE>

NAME                     AGE        OFFICES AND POSITIONS
----                     ---        ---------------------

                                    was employed by Integrated  Resources,  Inc.
                                    from its  inception  in  December  1968,  as
                                    President and Chief  Operating  Officer from
                                    May 1973 and as Chief Executive Officer from
                                    February   1989  until   January   1990.  On
                                    February  13,  1990,  Integrated  Resources,
                                    Inc.   filed  a   voluntary   petition   for
                                    reorganization   under  Chapter  11  of  the
                                    United States  Bankruptcy Code. Mr. Goldberg
                                    has been a member of the Bar of the State of
                                    New York since 1967. He is a graduate of New
                                    York  University  School of Commerce and its
                                    School of Law.  Trustee  of RPS since  1988.
                                    Mr.   Goldberg   is   also  a   trustee   of
                                    Ramco-Gershenson  Properties Trust (formerly
                                    named RPS Realty Trust).

William A. Rosoff        60         Vice-Chairman  of the Board of  Directors of
                                    Advanta  Corporation,  a financial  services
                                    company, since January 1996 and President of
                                    Advanta   Corporation  since  October  1999.
                                    Prior  thereto,  Mr.  Rosoff was  associated
                                    with the law firm of Wolf, Block, Schorr and
                                    Solis-Cohen  since  1969,  a  partner  since
                                    1975.  Mr. Rosoff is a past chairman of that
                                    firm's  Executive  Committee  and  is a past
                                    chairman of its tax  department.  Mr. Rosoff
                                    served on the Legal Activities  Policy Board
                                    of Tax  Analysts,  the  Advisory  Board  for
                                    Warren,   Gorham  and  Lamont's  Journal  of
                                    Partnership Taxation,  and has served on the
                                    Tax  Advisory  Boards of  Commerce  Clearing
                                    House and  Little,  Brown and  Company.  Mr.
                                    Rosoff also serves on the Advisory Group for
                                    the American Law  Institute.  He is a fellow
                                    of the American College of Tax Counsel.  Mr.
                                    Rosoff earned a B.S. degree with honors from
                                    Temple  University  in 1964,  and  earned an
                                    L.L.B.  magna cum laude from the  University
                                    of Pennsylvania Law School in 1967.


                                       13
<PAGE>


NAME                     AGE        OFFICES AND POSITIONS
----                     ---        ---------------------

Edwin R. Frankel         58         Since  the  inception  of the  Trust  in May
                                    1996,   Mr.   Frankel   has  served  as  its
                                    Executive Vice  President,  Chief  Financial
                                    Officer,  Secretary and Principal  Financial
                                    and Accounting  Officer.  From 1988 to 1992,
                                    Mr.  Frankel  served as Vice  President  and
                                    Chief Financial Officer of RPS and from 1992
                                    to  1996 as  Senior  Vice  President,  Chief
                                    Financial Officer and Treasurer of RPS.


-----------------------------
*  Designates status as a Continuing Trustee.

COMMITTEES OF THE BOARD OF TRUSTEES

       The Audit  Committee  of the Board of Trustees  (the "Audit  Committee"),
established on October 22, 1997, consists of three Trustees,  Messrs. Blumenfeld
, Goldberg and  Glickman.  The Audit  Committee  meets with  management  and the
Trust's  independent  accountants to determine the adequacy of internal controls
and other financial  reporting  matters.  On February 10, 2000, Mr. Glickman was
appointed as a third member of the Audit  Committee in order for the Trust to be
in compliance  with new  regulations  promulgated by the Securities and Exchange
Commission  and  the  NASDAQ  Stock  Market  regarding  the  size,   duties  and
responsibilities of audit committees of public companies.  The Board of Trustees
has determined  that Mr.  Glickman  qualifies as an "audit  committee  financial
expert"  for  purposes of Item  401(h) of SEC  Regulation  S-K, by virtue of his
service as Vice President of Capital Lease Funding,  the Glickman  Organization,
Inc. and as otherwise set forth in the table above. In all such  positions,  Mr.
Glickman has been engaged in real estate financial services,  including mortgage
brokerage, arranging joint ventures and equity financing.

       The  Disposition  Committee  of the Board of Trustees  (the  "Disposition
Committee"),  established  in July 1996,  consists  of three  Trustees,  Messrs.
Blumenfeld,  Glickman and Blank. The Disposition Committee works with management
in connection with the orderly disposition of the Trust's assets.

       A Special  Committee of the Board of Trustees (the  "Special  Committee")
established  January  13,  2004,  consists  of three  Trustees  Messrs.  Messrs.
Glickman, Blank and Pashcow. The Special Committee was to consider any bona fide
offer  or  acquisition  proposal  made  for the  Trust  and to  ensure  that all
reasonable steps are taken to maximize  shareholder value while having regard to
the Trust's existing contractual obligations.

       The Special  Committee  regarding RPS Tax Issues,  established  April 17,
2003  consists of two Trustees,  Messrs.  Blumenfeld  and Glickman.  The Special
Committee  regarding RPS Tax Issues is charged with the responsibility to act on
behalf of the Trust in evaluating  the position of the Trust with respect to the
RPS Tax Issues and to represent the Trust with respect to any claims asserted by
RPS for contribution arising out of the Closing Agreement.


                                       14
<PAGE>


ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE OFFICERS

       Mr.  Pashcow  receives no cash  compensation  for serving as an executive
officer  of the  Trust.  Mr.  Frankel  receives  compensation  of  approximately
$178,000 per annum pursuant to an employment  contract  entered into between the
Trust and Mr. Frankel on June 11, 1998, as more fully described below.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                         Annual Compensation             Long Term Compensation
                                                                         -------------------             ----------------------
Name and                                                                               Restricted       Securities         Payout
Principal                                                           Other Annual         Stock            Underlying        LTIP
Position                   Year      Salary($)      Bonus($)       Compensation($)      Awards($)       Options/SARs($)   Payouts($)
------------------------  ------    ----------     ---------      ----------------    ------------     ----------------  -----------
<S>                        <C>        <C>            <C>              <C>             <C>              <C>               <C>
Edwin R. Frankel*
         Executive Vice    2001       170,317                         11,200*
       President, Chief    2002       175,638        15,250           13,900*
      Financial Officer    2003       180,907        15,250           14,400*
                    and
              Secretary

Stanley Rappoport

                           2001       119,616
                           2002       124,423

                           2003       127,885        75,000
----------------
</TABLE>

*    Includes  approximately  $1,000 in imputed  interest under the Frankel Note
     (as defined below).

       The Trust had no  compensation  committee,  however  all of the  Trustees
participated  in  deliberations  of the Trustees  concerning  executive  officer
compensation.

       On June 11, 1998, the Trust entered into an employment agreement with Mr.
Frankel (the "Frankel Employment Agreement"),  which provided Mr. Frankel with a
base salary of $158,000 (as adjusted from time to time,  the "Base  Salary") per
annum. The term of the Frankel Employment  Agreement is from June 11, 1998 until
the date of a  "change  of  control"  of the Trust (as  defined  in the  Frankel
Employment  Agreement)  unless  earlier  terminated by either Mr. Frankel or the
Trust upon written notice. The Frankel  Employment  Agreement also provides that
Mr. Frankel will be entitled to a one-time  payment upon the  liquidation of the
Trust or a change in control of 150% of Mr.  Frankel's  Base Salary as in effect
at such time. In addition,  the Frankel Employment Agreement provides for a loan
from the Trust to Mr. Frankel in the principal amount of $37,500,  which loan is
evidenced by a promissory  note,  dated June 11,  1998,  made by Mr.  Frankel in
favor of the Trust (the "Frankel Note").  The Frankel Note will be canceled upon
the  occurrence  of  certain  conditions,  including  a  Change  of  Control  or
liquidation of the Trust. In January, 2000, the Frankel Employment Agreement was
amended  to  additionally  provide  that  Mr.  Frankel's  estate  or  designated
beneficiary  will be entitled to receive a one time  payment of 150% of his Base
Salary as in effect at the time of his demise.


                                       15
<PAGE>


       In connection with his employment with the Trust, Mr. Rappoport  received
a bonus plan that provided as follows:  (i) for the period 1996, and ending July
31, 2003, Mr. Rappoport will receive an aggregate total $100,000, such sum to be
earned on a monthly  pro rata  basis over that  period and the first  $75,000 of
such earned amount was paid on September 1, 2003 with the balance of such earned
amount up to an additional $25,000 shall be payable on January 1, 2004, (ii) for
the period  beginning August 1, 2003 and ending December 31, 2003, Mr. Rappoport
will earn,  to the extent he remains  employed  by the Trust,  an  aggregate  of
$25,000  in  addition  to his then  current  salary,  such sum to be earned on a
monthly  pro rata basis over that  period an to the extent  earned,  the $25,000
shall be payable the earlier of June 30,  2004 and the  liquidation  date of the
Trust;  and (iii) for the period  beginning  January 1, 2004 and ending June 30,
2004, Mr.  Rappoport will earn, to the extent he remains  employed by the Trust,
an aggregate total of $15,000 in addition to his then current  salary,  such sum
to be earned on a monthly  pro rata  basis  over that  period  and to the extent
earned, shall be payable the earlier of June 30, 2004 or the liquidation date of
the Trust.

TRUSTEES

       The Trustees do not receive any  compensation for serving as trustees and
likewise will not receive any compensation for attending meetings or for serving
on any  committees  of the Board of  Trustees;  however,  Trustees  will receive
reimbursement of travel and other expenses and other out-of-pocket disbursements
incurred in connection with attending any meetings.

       During the years ended 2003, 2002 and 2001,  respectively,  Messrs. Edwin
Glickman and Edward  Blumenfeld  each earned fees of $25,000 in connection  with
services they provided to the Trust as Members of the Disposition Committee.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       As of March 11,  2004,  each of the  following  persons were known by the
Trust to be the beneficial owners of more than five percent of the Shares of the
Trust.


                                       16
<PAGE>


<TABLE>
<CAPTION>
                                                  NAME AND ADDRESS OF                  AMOUNT AND NATURE OF             PERCENT OF
          TITLE OF CLASS                           BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP               CLASS
          --------------                           ----------------                               ---------               -----
<S>                                  <C>                                                      <C>                          <C>
Shares of beneficial interest        First Union Real Estate                                  347,000(1)                   9.75%
$.01 par value                       Equity and Mortgage Investments
                                     7 Bulfinch Place
                                     Suite 500
                                     Boston, MA 02114

Shares of beneficial interest        High Rise Capital Management                             504,088(2)                  14.2%
$.01 par value                       535 Madison Avenue
                                     26th Floor
                                     New York, NY 10022

Shares of beneficial interest        Kimco Realty Corporation                               1,068,037(3)                  30.0%
$.01 par value                       3333 New Hyde Park Rd.
                                     New Hyde Park, NY 11042
</TABLE>
------------------
(1)  Based  upon  Schedule   13G/A  filing  with  the  Securities  and  Exchange
     Commission, filed on January 15, 2004.

(2)  Based upon Schedule 13G filing with the Securities and Exchange Commission,
     filed on January 7, 2004.

(3)  Based  upon  Schedule   13D/A  filing  with  the  Securities  and  Exchange
     Commission filed February 4, 2003.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

       Set forth below is information as to the Shares  beneficially owned as of
March 1, 2004 by each of the Trustees,  each of the executive  officers included
in the  Summary  Compensation  Table set forth in Item 11 and all  Trustees  and
executive  officers as a group,  based on information  furnished by each Trustee
and executive officer.

<TABLE>
<CAPTION>
Name of Trustee/                                                                        Shares Owned
Executive Officer                                                                       Beneficially(1)         Percent of Class
-----------------                                                                       ---------------         ----------------
<S>                                                                                            <C>                   <C>
Joel M. Pashcow                                                                                94,154(2)             2.64%
Arthur H. Goldberg                                                                             24,487(3)               *
William A. Rosoff                                                                                 125                  *
Stephen R. Blank                                                                                  987(4)               *
Edward Blumenfeld                                                                                 125                  *
Edwin J. Glickman                                                                              10,531                  *
Edwin R. Frankel                                                                                    0                  *
All Trustees and Executive Officers as a group (7 persons)                                    130,409                3.66%
---------------------
</TABLE>

*    Less than 1% of class.
(1)  All amounts are directly owned unless stated otherwise.


                                       17
<PAGE>


(2)  Includes  25,890  shares  held in an IRA  account  for the  benefit  of Mr.
     Pashcow,  a retirement  savings plan, a pension and profit sharing  account
     and a money purchase plan,  47,662 shares owned by an irrevocable  trust of
     which Mr. Pashcow is a trustee, an irrevocable trust for his daughter and a
     foundation  of which Mr.  Pashcow is trustee  (for all of which  trusts Mr.
     Pashcow has shared voting and investment  powers).  Mr.  Pashcow  disclaims
     beneficial  ownership of the Shares owned by the foundation and each of the
     trusts.
(3)  Includes 19,563 shares owned by Mr.  Goldberg's wife, 1,875 shares owned by
     trusts for his  daughters  and 3,050 shares owned by a pension  trust.  Mr.
     Goldberg disclaims beneficial ownership of the shares owned by his wife and
     the trusts for his daughters.
(4)  Includes  712 shares  owned by trusts  for Mr.  Blank's  daughters  and 275
     shares  held in an IRA  account for the  benefit of Mr.  Blank.  Mr.  Blank
     disclaims  beneficial  ownership  of the shares owned by the trusts for his
     daughters.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

       Information  relating to Principal  Accountant  fees and services will be
contained  in  a  definitive  Proxy  Statement  under  the  caption   "Principal
Accountant Fees and Services" which the Registrant will file with the Securities
and Exchange Commission pursuant to Regulation 14A under the Securities Exchange
Act of 1934  not  later  than  120  days  after  December  31,  2003,  and  such
information is incorporated herein by reference.

                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

Financial Statements, Schedules and Exhibits

(a)(1)    Financial Statements
          See pages F-1 through F-10, which are included herein.

(a)(2)    Financial Statement Schedules
          All schedules  have been omitted  because they are  inapplicable,  not
          required,  or the information is included in the financial  statements
          or notes thereto.

(a)(3)     Exhibits
          The exhibits  listed in the Exhibit  Index  immediately  preceding the
          exhibits are filed as a part of this Annual Report on Form 10-K.

(b)       No Current  Reports on Form 8-K were filed by the  Company  during the
          last quarter of the period covered by this report.


                                       18
<PAGE>



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                          <C>
Consolidated   Financial  Statements--  Atlantic  Realty  Trust  and  Subsidiary
(Liquidation Basis of Accounting)

Independent Auditors' Report...............................................................F-2
Consolidated Statements of Net Assets in Liquidation as of December 31, 2003 and 2002......F-3
Consolidated Statements of Changes in Net Assets in Liquidation for the Years Ended
           December 31, 2003, 2002 and 2001................................................F-4
Notes to Consolidated Financial Statements..............................................F-5-10
</TABLE>


                                      F-1
<PAGE>


                          INDEPENDENT AUDITORS' REPORT

To the Board of Trustees of
Atlantic Realty Trust

We have  audited  the  accompanying  consolidated  statements  of net  assets in
liquidation of Atlantic Realty Trust and subsidiary (the "Trust") as of December
31, 2003 and 2002,  and the related  consolidated  statements  of changes in net
assets in  liquidation  for each of the three years in the period ended December
31, 2003. These consolidated  financial statements are the responsibility of the
Trust's  management.  Our  responsibility  is to  express  an  opinion  on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management  as well as  evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

As discussed in Note 1 to the consolidated  financial statements,  the Trust was
formed for the purpose of  liquidating  the mortgage loan  portfolio and certain
other assets and liabilities which were transferred to the Trust from RPS Realty
Trust on May 1, 1996 and  liquidating  and  distributing  capital to the Trust's
shareholders.   As  a  result,  the  Trust  adopted  the  liquidation  basis  of
accounting, effective May 10, 1996.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the net assets in liquidation of Atlantic  Realty Trust and
subsidiary  as of December 31, 2003 and 2002 and the changes in their net assets
in liquidation for each of the three years in the period ended December 31, 2003
in conformity with accounting principles generally accepted in the United States
of America on the basis described in the preceding paragraph.

As discussed in Notes 1 and 6 to the consolidated financial statements,  because
of the inherent  uncertainty of valuation when an entity is in liquidation,  the
amounts  ultimately  realized from assets  disposed and costs incurred to settle
liabilities  may differ  materially from amounts  presented in the  accompanying
consolidated financial statements.

/s/ DELOITTE & TOUCHE LLP


    ------------------------
     March 10, 2004
    New York, New York


                                      F-2
<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
                        (LIQUIDATION BASIS OF ACCOUNTING)

                                                   December 31,     December 31,
                                                       2003             2002
                                                   -----------      -----------
ASSETS:

Investment in real estate ..................       $44,144,250       $43,929,250
Cash and short-term investments ............        23,198,093        22,677,679
Other assets ...............................           265,100           270,000
                                                   -----------       -----------
             Total assets ..................        67,607,443        66,876,929
                                                   -----------       -----------

LIABILITIES:

Estimated costs of liquidation .............        12,547,752         4,971,363
                                                   -----------       -----------

Net assets in liquidation ..................       $55,059,691       $61,905,566
                                                   ===========       ===========


                 See notes to consolidated financial statements.


                                      F-3
<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
         CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
                        (LIQUIDATION BASIS OF ACCOUNTING)

<TABLE>
<CAPTION>
                                                             FOR THE YEAR ENDED        FOR THE YEAR ENDED      FOR THE YEAR ENDED
                                                              DECEMBER 31, 2003        DECEMBER 31, 2002        DECEMBER 31, 2001
                                                             ------------------        ------------------      ------------------
<S>                                                             <C>                      <C>                      <C>
Net assets in liquidation, beginning
      of period .........................................       $ 61,905,566             $ 57,856,129             $ 58,146,371
Distributions paid ......................................         (1,638,314)              (2,208,163)              (2,706,780)
Adjustments to reflect liquidation
      basis of accounting ...............................         (5,207,561)               6,257,600                2,416,538
                                                                ------------             ------------             ------------
Net assets in liquidation,
      end of period .....................................       $ 55,059,691             $ 61,905,566             $ 57,856,129
                                                                ============             ============             ============
</TABLE>


                 See notes to consolidated financial statements.


                                      F-4
<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (LIQUIDATION BASIS OF ACCOUNTING)

1.     ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

       Atlantic  Realty  Trust,  a Maryland  real estate  investment  trust (the
"Trust"),  was  formed  on July 27,  1995 for the  purpose  of  liquidating  its
interests in real  properties,  its mortgage  loan  portfolio  and certain other
assets and liabilities which were transferred to the Trust from Ramco-Gershenson
Properties  Trust (formerly named RPS Realty Trust) ("RPS") on May 10, 1996 (the
"Spin-Off Transaction").  The Trust had no operations from the date of formation
to the date of the Spin-Off Transaction. The Trust adopted the liquidation basis
of accounting as of the date of the Spin-Off  Transaction based on its intention
to liquidate its assets or merge or combine  operations with another real estate
entity within  eighteen  months from the date of the Spin-Off  Transaction.  The
Trust  intends  to  conduct  its  operations  with the  intent  of  meeting  the
requirements  applicable  to a  real  estate  investment  trust  ("REIT")  under
Sections 856 through 860 of the Internal  Revenue Code of 1986,  as amended (the
"Code").  As a result,  the Trust will have no current  or  deferred  income tax
liabilities.

       Liquidation   Basis  of  Accounting  --  As  a  result  of  the  Spin-Off
Transaction,  the Trust has adopted the  liquidation  basis of  accounting.  The
liquidation basis of accounting is appropriate when liquidation appears imminent
and the  Trust is no longer  viewed as a going  concern.  Under  this  method of
accounting,  assets  are stated at their  estimated  net  realizable  values and
liabilities are stated at the anticipated settlement amounts.

       The valuations presented in the accompanying  Consolidated  Statements of
Net Assets in Liquidation  represent the estimates at the dates shown,  based on
current facts and  circumstances,  of the estimated net realizable  value of the
assets and estimated  costs of liquidating  the Trust.  In  determining  the net
realizable  values of the assets,  the Trust  considered each asset's ability to
generate future cash flows,  offers to purchase received from third parties,  if
any, and other general market  information.  Such  information was considered in
conjunction  with  operating  the Trust's plan for  disposition  of assets.  The
estimated  costs of  liquidation  represent the estimated  cost of operating the
Trust  through  its  anticipated  termination.  These  costs  primarily  include
payroll,  consulting and related costs, rent, shareholder  relations,  legal and
auditing.  Changes in these costs during the periods  presented are reflected in
the adjustments to reflect liquidation basis of accounting.  Computations of net
realizable  value  necessitate  the use of certain  assumptions  and  estimates.
Future events,  including economic conditions that relate to real estate markets
in  general,  may  differ  from  those  assumed  or  estimated  at the time such
computations  are made.  Because of inherent  uncertainty  of valuation  when an
entity is in liquidation,  the amounts ultimately  realized from assets disposed
and costs  incurred to settle  liabilities  may  materially  differ from amounts
presented.

       Pursuant to the terms of the Trust's Amended and Restated  Declaration of
Trust,  the Trust was to continue for a period of 18 months from the date of the
Spin-Off  Transaction,  subject to, among  certain  other  things,  satisfactory
resolution  of the RPS Tax  Issues  (as such term is  defined  in  footnote  6).
Because the RPS Tax Issues have not yet been satisfactorily  resolved, the Trust
has continued its business past that date. The Trust cannot  currently  estimate


                                      F-5
<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (LIQUIDATION BASIS OF ACCOUNTING)

the  timing  of the  future  satisfactory  resolution  of the  RPS  Tax  Issues.
Accordingly,  the Trust will continue  until there is a final  determination  of
these issues.

       CONSOLIDATION  --  The  consolidated  financial  statements  include  the
accounts  of  the  Trust  and  its  wholly-owned  subsidiary.   All  significant
intercompany accounts and transactions have been eliminated in consolidation.

2.     INVESTMENT IN REAL ESTATE

                                              ESTIMATED NET REALIZED VALUE(A)(B)
PROPERTY                LOCATION              DECEMBER 31,          DECEMBER 31,
                                                  2003                 2002
                                              ----------------- ----------------
Hylan Shopping Center   Staten Island, NY     $44,144,250           $43,929,250
--------------

(a)  Includes  estimated  cash flows using a disposition  period of nine months.
     Realized values may differ depending on actual disposition results and time
     periods.

(b)  The  operations  of the Trust and the Hylan  Shopping  Center for the years
     ended December 31, 2003 and December 31, 2002 are as follows:

                                                        2003              2002
                                                     ----------       ----------
Rental income ................................       $4,579,713       $4,310,090
Expense reimbursements .......................        2,194,211        2,000,635
Interest from short-term investments .........          267,868          312,168
Other ........................................            3,004            5,837
                                                     ----------       ----------
                                                      7,044,796        6,628,730
                                                     ----------       ----------
Operating property expenses ..................        2,989,906        2,433,994
Depreciation .................................          348,831          292,981
General and administrative ...................        2,125,909        1,714,304
                                                     ----------       ----------
                                                      5,464,646        4,441,279
                                                     ----------       ----------
Net income ...................................       $1,580,150       $2,187,451
                                                     ==========       ==========

3.     SHARES OUTSTANDING

       The weighted average number of common shares  outstanding for each of the
periods ended December 31, 2003, 2002, and 2001 was 3,561,553.

4.     CASH AND SHORT-TERM INVESTMENTS

       Cash and short-term  investments  at December 31, 2003 and 2002,  consist
primarily of certificates of deposit at a major New York bank of $22,500,000 and
$22,150,000, respectively, purchased with original maturities of three months or
less, bearing interest at a fixed rate of 1.09% and 1.05%, respectively.


                                      F-6
<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (LIQUIDATION BASIS OF ACCOUNTING)


5.     OTHER ASSETS

       Other  assets  include  the  estimated  interest  income from the Trust's
short-term investments.

6.     INCOME TAXES

       During the third quarter of 1994,  RPS held more than 25% of the value of
its gross assets in overnight  Treasury  Bill  reverse  repurchase  transactions
which the IRS may view as  non-qualifying  assets for the purposes of satisfying
an asset  qualification  test  applicable  to REITs,  based on a Revenue  Ruling
published in 1977 (the "Asset  Issue").  RPS requested that the IRS enter into a
closing  agreement with RPS that the Asset Issue would not impact RPS' status as
a REIT.  The IRS declined such request.  In February  1995, the IRS initiated an
examination  of the  1991-1995  income tax  returns of RPS (the "RPS Audit" and,
together with the Asset Issue,  the "RPS Tax Issues").  Based on developments in
the law which occurred since 1977, RPS' tax counsel at that time,  Battle Fowler
LLP,  rendered  an opinion  that RPS'  investment  in Treasury  Bill  repurchase
obligations would not adversely affect its REIT status. However, such opinion is
not binding upon the IRS.

       In connection  with the Spin-Off  Transaction,  the Trust assumed all tax
liability  arising out of the RPS Tax Issues (other than  liability that relates
to events  occurring or actions  taken by RPS following the date of the Spin-Off
Transaction) pursuant to a tax agreement, dated May 10, 1996, by and between RPS
and the Trust (the "Tax Agreement"). Such agreement provides that RPS (now named
Ramco-Gershenson  Properties Trust), under the direction of four trustees, three
of whom are also trustees of the Trust (the  "Continuing  Trustees") and not the
Trust, will control, conduct and effect the settlement of any tax claims against
RPS  relating  to the RPS Tax  Issues.  Accordingly,  the Trust did not have any
control as to the timing of the resolution or disposition of any such claims.

       In December  2003,  Ramco-Gershenson  Properties  Trust and the  Internal
Revenue  Service  entered  into a Closing  Agreement  with respect to all of the
issues raised by the Internal Revenue Service in connection with RPS Audit. As a
condition  of the  Closing  Agreement,  Ramco-Gershenson  Properties  Trust  was
obligated to pay deficiency  dividends (under Code Sec. 860) with respect to its
1992 and 1993 taxable year in amounts not less than  $1,386,503  with respect to
the 1992  taxable year and $809,010  with respect to the 1993 taxable  year.  In
addition,  Ramco-Gershenson Properties Trust is obligated to pay a deficiency in
its income  taxes with  respect to the period  covered by the RPS Audit equal to
$770,258,  plus interest  calculated at the statutory  rate on the amount of the
deficiency and the amount of the deficiency  dividends.  The aggregate amount of
the deficiency dividends, income tax deficiency and interest on these amounts is
approximately $7,400,000, and because the Trust is required by the Tax Agreement
to  reimburse  Ramco-Gershenson  Properties  Trust  for  these  items,  they are
included in the estimated cost of liquidation as of December 31, 2003.  Although
the Closing Agreement provides that the election of Ramco-Gershenson  Properties
Trust  to be taxed as a "real  estate  investment  trust"  was  terminated  with
respect  to  its  1994  and  1995  taxable   years,   it  also   provides


                                      F-7
<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (LIQUIDATION BASIS OF ACCOUNTING)


that Ramco-Gershenson Properties Trust will be treated as having reelected to be
taxed as a "real  estate  investment  trust" with  respect to its  taxable  year
beginning  January 1, 1996 and that the  termination of its election to be taxed
as a "real estate investment trust" will not prohibit it or any successor entity
(which  includes  the  Trust)  from  electing  to be  taxed  as a  "real  estate
investment trust" on or after January 1, 1996.

       The Trust remains  obligated  under the Tax  Agreement to assume  certain
liabilities  relating to the RPS Tax  Issues.  The Trust  established  a special
committee (the "Special  Committee  regarding RPS Tax Issues")  comprised of the
two  Trustees  who are not  Continuing  Trustees or  otherwise  affiliated  with
Ramco-Gershenson  Properties  Trust to act on behalf of the Trust in  evaluating
the  position of the Trust with  respect to the RPS Tax Issues and to  represent
the Trust with  respect to any claims  asserted by  Ramco-Gershenson  Properties
Trust for  contribution  arising  out of the Closing  Agreement.  On January 21,
2004, the Trust  contributed  $2,200,091 in respect of the  deficiency  dividend
required  to be paid  pursuant  to the  Closing  Agreement.  The  Trust  will be
obligated to make additional payments with respect to the RPS Tax Issues and the
Closing Agreement as a result of its obligations under the Tax Agreement. In the
event the Trust is  presented  with  further  requests  or claims for payment or
reimbursement  arising in  connection  with the RPS Tax  Issues and the  Closing
Agreement,  the Special  Committee  regarding  RPS Tax Issues will  evaluate the
Trust's  further  obligations  at the time of its  receipt  of any such claim or
request.

       On February 21, 2003, the IRS issued an  examination  report to the Trust
with respect to the 1996 and 1997 taxable years of the Trust.  This  examination
report proposes to disallow all of the loss deductions claimed by the Trust upon
the disposition of Trust Assets during that period. In addition, the examination
report proposes to increase the REIT taxable income of the Trust during 1996 and
1997 on account of two items  reported  on the Trust's tax returns for which the
Trust did not claim any  taxable  loss or  deduction.  Counsel  to the Trust has
advised  that the  examination  report  contains  numerous  errors  of fact with
respect to the  operations  of the Trust and that the legal  conclusions  in the
examination report are not consistent with the applicable provisions of the Code
and the income tax regulations. The Trust timely filed an administrative appeals
(the "Trust  Protest")  challenging the adjustments  proposed in the examination
report.

       Apart from  transferring the  responsibility of the Trust's appeal of the
examination report to the IRS appeals office having  jurisdiction for this case,
no action has yet been taken by the IRS with  respect to the Trust's  Protest to
the  disallowances  proposed in the examination  report issued to the Trust. The
outcome of the Trust Protest is uncertain and the impact of the resolution could
be material to the financial statements.

7.     DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

       Under the Internal Revenue Code, a REIT must meet certain qualifications,
including a requirement that it distribute annually to its shareholders at least
90 percent of its REIT taxable  income.  The Trust's  policy is to distribute to
shareholders  all taxable  income.  Dividend  distributions  for the years ended
December 31, 2003, 2002 and 2001 are summarized as follows:


                                      F-8
<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (LIQUIDATION BASIS OF ACCOUNTING)


   RECORD DATE                      DISTRIBUTION                PAYMENT
   -----------                      ------------                -------
December 18, 2003                  $.46 per share          December 29, 2003

December 15, 2002                  $.62 per share          December 27, 2002

December 14, 2001                  $.76 per share          December 27, 2001

The distributions listed in the table above represent ordinary income for income
tax purposes.

8.     COMMITMENTS

       The Trust leases  approximately  4,100 square feet of office space at 747
Third  Avenue,  New  York,  New York at an  annual  base  rent of  approximately
$264,000. This lease will expire on October 31, 2004.

9.     SUBSEQUENT EVENTS

       On January  12,  2004,  First  Union  Real  Estate  Equity  and  Mortgage
Investments,  an Ohio business trust ("First Union"), and Michael L. Ashner, the
Chief Executive  Officer of First Union  (together with First Union,  the "First
Union  Group"),  filed a Statement of Beneficial  Ownership on Schedule 13D (the
"Schedule  13D") pursuant to which the First Union Group  reported,  among other
things,  that it had made a formal proposal to the Trust to merge the Trust with
and into First Union or one of its subsidiaries (the "First Union Proposal").

       The First  Union  Proposal  contemplates  that each  share of  beneficial
interest in the Trust (a "Trust Share") would receive aggregate consideration of
$16.25 per Trust Share.  Such amount  would be payable,  at the election of each
shareholder  of the Trust (a "Trust  Shareholder"),  in cash or in exchange  for
First Union's Series A cumulative  convertible  redeemable  preferred  shares of
beneficial interest (the "First Union Preferred Shares") at a rate of 0.65 First
Union  Preferred  Shares per Trust Share.  In the event that Trust  Shareholders
holding more than 1,901,760 Trust Shares in the aggregate elect to receive First
Union Preferred Shares,  such Trust  Shareholders  would receive (i) a number of
First Union Preferred Shares equal to (a) 0.65 multiplied by (b) a fraction, the
numerator of which is 1,901,760 and the denominator of which is the total number
of Trust Shares to be exchanged for First Union  Preferred  Shares and (ii) cash
equal to (x) $16.25 multiplied by (y) a fraction,  the numerator of which is the
number of Trust Shares to be  exchanged  for First Union  Preferred  Shares less
1,901,760  and the  denominator  of which is the  number  of Trust  Shares to be
exchanged for First Union Preferred Shares.  The consideration  payable would be
subject  to  upward  or  downward  adjustment  based  on the  Trust's  projected
post-closing  net cash balance,  information  obtained through First


                                      F-9
<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (LIQUIDATION BASIS OF ACCOUNTING)

Union's due  diligence  process and any stock  splits,  issuances,  repurchases,
reclassifications and other transactions affecting the value of the Trust.

       On January 13,  2004,  the Board of  Trustees of the Trust (the  "Board")
held a meeting to discuss  the First  Union  Proposal  and the  process it would
undertake  to evaluate  it. The Board  resolved to form a special  committee  of
disinterested directors consisting of Messrs.  Glickman,  Blank and Pashcow (the
"Special  Committee")  to consider any bona fide offer or  acquisition  proposal
made for the Trust and to ensure that all reasonable steps are taken to maximize
shareholder  value  while  having  regard to the  Trust's  existing  contractual
obligations.  Among other things,  the Board instructed the Special Committee to
(i) review,  negotiate and make recommendations to the Board with respect to the
First Union Proposal,  (ii) conduct such other  investigation of the First Union
Proposal, First Union and the Trust as may be necessary to determine whether the
First Union  Proposal is in the best interests of Trust  Shareholders  and (iii)
investigate other strategic alternatives available to the Trust.

       On January 26, 2004, the Special Committee held an organizational meeting
and  commenced  its  evaluation  of the First Union  Proposal as directed by the
Board.  In addition,  the Special  Committee  has retained an  independent  real
estate  brokerage  firm to conduct a valuation  of the Trust's  sole asset,  the
Hylan Shopping Center located in Staten Island, New York. In connection with the
valuation  process that has commenced with respect to the Hylan Shopping Center,
management  expects the  valuation of the property to be higher than the current
valuation of approximately $44.1 million (based on an appraisal dated October 8,
2002)  included  in  the  Trust's  Consolidated  Statements  of  Net  Assets  in
Liquidation.

       As of the  date  of  this  filing,  the  Special  Committee  has  made no
determination  as to whether the Trust will or should engage in a transaction of
the type  contemplated by the First Union Proposal,  whether on the terms of the
First Union Proposal or otherwise,  and there can be no assurance that the Trust
will accept any  acquisition  proposal or that any such  proposal,  if accepted,
will result in the consummation of a transaction.


                                      F-10
<PAGE>


                                   SIGNATURES

       Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 23rd day of
March, 2004.

                                    ATLANTIC REALTY TRUST

Date:  March 23, 2004               By: Joel M. Pashcow
                                        ---------------------------------
                                    Name:   Joel M. Pashcow
                                    Title:  President and Chairman of the Board

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

SIGNATURE                           TITLE                             DATE
---------                           -----                             ----

/s/ Joel M. Pashcow
---------------------
Joel M. Pashcow            President and Chairman of             March 23, 2004
                           the Board

/s/ Edwin R. Frankel
---------------------
Edwin R. Frankel           Executive Vice President,             March 23, 2004
                           Chief Financial Officer,
                           Secretary and Principal
                           Financial and Accounting
                           Officer

/s/ Edwin J. Glickman
---------------------
Edwin J. Glickman          Trustee                               March 23, 2004

/s/ Stephen R. Blank
---------------------
Stephen R. Blank           Trustee                               March 23, 2004


/s/ Edward Blumenfeld
---------------------
Edward Blumenfeld          Trustee                               March 23, 2004

/s/ Arthur H. Goldberg
---------------------
Arthur H. Goldberg         Trustee                               March 23, 2004

/s/ William A. Rosoff
---------------------
William A. Rosoff          Trustee                               March 23, 2004



<PAGE>


                                  EXHIBIT INDEX

The following exhibits are filed as part of this Annual Report on Form 10-K.

EXHIBIT NO.              DESCRIPTION

          3.1            Amended and Restated  Declaration of Trust of the Trust
                         (Incorporated  by reference  to the Trust's  definitive
                         registration  statement  on Form 10,  dated  March  28,
                         1996, File No. 0-27562, Exhibit 3.1).

          3.2            Amended and Restated By-Laws of the Trust (Incorporated
                         by  reference  to the Trust's  definitive  registration
                         statement on Form 10,  dated March 28,  1996,  File No.
                         0-27562, Exhibit 3.2).

          3.3            First Amendment to Amended and Restated  Declaration of
                         Trust of the Trust  (Incorporated  by  reference to the
                         Trust's definitive  registration  statement on Form 10,
                         dated March 28, 1996, File No. 0-27562, Exhibit 3.3).

          4.1            Form of Share Certificate (Incorporated by reference to
                         the Trust's definitive  registration  statement on Form
                         10, dated March 28,  1996,  File No.  0-27562,  Exhibit
                         4.1).

         10.1            Lease  Agreement,  dated as of January 16, 1997, by and
                         between Sage Realty Corporation, as the lessor, and the
                         Trust, as the lessee  (Incorporated by reference to the
                         Trust's  annual  report on Form 10-K for the year ended
                         December 31, 1996, File No. 0-27562, Exhibit 10.1).

         10.2            Form  of  Assignment,  Assumption  and  Indemnification
                         Agreement  between  RPS  Realty  Trust  and  the  Trust
                         (Incorporated  by reference  to the Trust's  definitive
                         registration  statement  on Form 10,  dated  March  28,
                         1997, File No. 0-27562, Exhibit 10.1).

         10.3            Form of Tax Agreement  between RPS Realty Trust and the
                         Trust   (Incorporated   by  reference  to  the  Trust's
                         definitive  registration  statement  on Form 10,  dated
                         March 28, 1996, File No. 0-27562, Exhibit 10.2).

         10.4            Form  of   Information   Statement   (Incorporated   by
                         reference  to  the  Trust's   definitive   registration
                         statement on Form 10,  dated March 28,  1996,  File No.
                         0-27562, Exhibit 20.1).

         10.5            Employment Agreement, dated as of June 11, 1998, by and
                         between the Trust and Edwin R. Frankel (Incorporated by
                         reference to the Trust's  quarterly report on Form 10-Q
                         for the three  months  ended  June 30,  1998,  File No.
                         0-27562, Exhibit 10.1).

         10.6            Amendment to Employment Agreement,  dated as of January
                         29, 2000, by and between the Trust and Edwin R. Frankel
                         (Incorporated by reference to the


<PAGE>


                         Trust's  annual report on Form 10-K, for the year ended
                         December 31, 2000, File No. 0-27562, Exhibit 10.6).

         10.7            Amended and Restated Standstill Agreement,  dated as of
                         July 21, 2000, by and among Atlantic  Realty Trust,  on
                         the one  hand,  and  Kimco  Realty  Corporation,  Kimco
                         Realty Services,  Inc. and Milton Cooper,  on the other
                         hand.

         10.8            Second Amended and Restated Standstill Agreement, dated
                         as of January 31, 2003,  by and among  Atlantic  Realty
                         Trust,  on the one hand, and Kimco Realty  Corporation,
                         Kimco Realty Services,  Inc. and Milton Cooper,  on the
                         other hand.

         10.9            Standstill Agreement,  dated as of January 27, 2004, by
                         and among Atlantic  Realty Trust,  on the one hand, and
                         High Rise Capital  Management,  L.P., High Rise Capital
                         Advisors,   L.L.C.,  Bridge  Realty  Advisors,  L.L.C.,
                         Zankel Management GP, L.L.C., Cedar Bridge Realty Fund,
                         L.P., Cedar Bridge Institutional Fund, L.P., a Delaware
                         limited partnership Arthur Zankel and David O'Connor on
                         the other hand.*

         21.1            Subsidiary of the Registrant (incorporated by reference
                         to the Trust Annual Report on 10-K,  for the year ended
                         December 31, 1999, File No. 0-27562, Exhibit 21.1).

*    Filed as an exhibit to Form 8-K filed January 27, 2004, File No. 0-27562.


<PAGE>


                  CERTIFICATION BY EDWIN R. FRANKEL PURSUANT TO
                       SECURITIES EXCHANGE ACT RULE 13a-14

I, Edwin R. Frankel, certify that:

1.  I have reviewed this annual report on Form 10-K of Atlantic Realty Trust;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing  and maintaining  disclosure  control and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and we have:

       a) designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

       b) evaluated the  effectiveness of the registrant's  disclosure  controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this annual report based on such evaluation; and

       c)  disclosed  in this  annual  report  any  change  in the  registrant's
internal control over financial  reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to  materially  affect,   the  registrant's   internal  control  over  financial
reporting.

5.  The registrant's other  certifying officers and I have  disclosed,  based on
our most recent evaluation of internal control over financial reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

       a) all significant  deficiencies  and material  weakness in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and


<PAGE>


       b) any fraud, whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: March 23, 2004                         /s/Edwin R. Frankel
                                             -----------------------------------
                                             Name:  Edwin R. Frankel
                                             Title  Executive Vice President,
                                                    Chief Financial Officer
                                                    and Secretary
                                                    (Principal Financial and
                                                    Accounting Officer)


<PAGE>


                  CERTIFICATION BY JOEL M. PASHCOW PURSUANT TO
                       SECURITIES EXCHANGE ACT RULE 13a-14

I, Joel M. Pashcow, certify that:

1.  I have reviewed this annual report on Form 10-K of Atlantic Realty Trust;

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing  and maintaining  disclosure  control and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15(d)-15(e)) for the registrant and we have:

       a) designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

       b) evaluated the  effectiveness of the registrant's  disclosure  controls
and  procedures  and  presented  in  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this annual report based on such evaluation; and

       c)  disclosed  in this  annual  report  any  change  in the  registrant's
internal control over financial  reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is reasonably likely
to  materially  affect,   the  registrant's   internal  control  over  financial
reporting.

5.   The registrant's other certifying officers and I have disclosed, based on
most recent  evaluation of internal  control over  financial  reporting,  to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

       a) all significant  deficiencies  and material  weakness in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and


<PAGE>


b)    any fraud, whether or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Date: March 23, 2004                      /s/Joel M. Pashcow
                                          --------------------------------------
                                          Name:   Joel M. Pashcow
                                          Title:  Chairman and President
                                                  (Principal Executive Officer)


<PAGE>


Exhibit 99.1

To Atlantic Realty Trust
Report on Form 10-K
December 31, 2003

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The   undersigned,   Chairman  and  President  of  Atlantic  Realty  Trust  (the
"Company"), hereby certifies, to the best of my knowledge, that the Form 10-K of
the Company for the fiscal year ended December 31, 2003 (the "Periodic  Report")
accompanying this certification  fully complies with the requirements of Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 (15 U.S.C.  78m or 78(d))
and that the information contained in the Periodic Report fairly represents,  in
all material respects,  the financial condition and results of operations of the
Company.  The foregoing  certification  is  incorporated  solely for purposes of
complying  with the provisions of Section 906 of the  Sarbanes-Oxley  Act and is
not intended to be used for any other purpose.

Date: March 23, 2004                      /s/Joel M. Pashcow
                                          -------------------------------------
                                          Name:   Joel M. Pashcow
                                          Title:  Chairman and President
                                                  (Principal Executive Officer)


<PAGE>


Exhibit 99.2
To Atlantic Realty Trust
Report on Form 10-K
December 31, 2003

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Executive Vice President, Chief Financial Officer and Secretary
of Atlantic Realty Trust (the "Company"),  hereby  certifies,  to the best of my
knowledge,  that the Form 10-K of the Company for the fiscal year ended December
31, 2003 (the "Periodic Report")  accompanying this certification fully complies
with the  requirements of Section 13(a) or 15(d) of the Securities  Exchange Act
of 1934 (15  U.S.C.  78m or 78(d))  and that the  information  contained  in the
Periodic  Report  fairly  represents,  in all material  respects,  the financial
condition and results of operations of the Company. The foregoing  certification
is incorporated  solely for purposes of complying with the provisions of Section
906 of the  Sarbanes-Oxley  Act and is not  intended  to be used  for any  other
purpose


Date: March 23, 2004                         /s/Edwin R. Frankel
                                             -----------------------------------
                                             Name:  Edwin R. Frankel
                                             Title  Executive Vice President,
                                                    Chief Financial Officer
                                                    and Secretary
                                                    (Principal Financial and
                                                    Accounting Officer)