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, 2002
                          ------------------

                                       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 28, 2002: approximately $31,257,777.

Approximately  3,561,553  Shares of Beneficial  Interest of the Registrant  were
outstanding as of March 14, 2003.



<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

PART I .....................................................................  1
  Item 1. Business. ........................................................  1
  Item 2. Properties. ......................................................  5
  Item 3. Legal Proceedings. ...............................................  6
  Item 4. Submission of Matters to a Vote of Security Holders...............  6

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

PART III....................................................................  9
  Item 10. Directors and Executive Officers of the Registrant...............  9
  Item 11. Executive Compensation........................................... 12
  Item 12. Security Ownership of Certain Beneficial Owners and Management... 14
  Item 13. Certain Relationships and Related Transactions................... 15
  Item 14. Controls and Procedures.......................................... 16


PART IV..................................................................... 17
  Item 15. Exhibits, Financial Statement Schedules, and
           Reports on Form 8-K.............................................. 17



<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
TAX ISSUES"  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 (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 RPS Tax Issues.
Accordingly,  the Trust will continue  until there is a final  determination  of
these issues. Upon obtaining a satisfactory resolution to the RPS Tax Issues 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) 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


                                       1

<PAGE>


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, 2002
and intends to operate so as to continue to qualify as a REIT.

     As of December 31, 2002, the Trust had six employees.

Description of Trust Assets

     As of December  31, 2002,  the Trust owned and operated one real  property,
the Hylan Center and held  short-term  investments  in the  principal  amount of
approximately $22,150,000, consisting primarily of a certificate of deposit at a
major New York bank.

Real Property Investment

     The Hylan Plaza  Shopping  Center.  At December 31, 2002, 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,  1996. The Hylan Center  contains  approximately
361,000 square feet of leasable space  approximately 99% of which was leased and
occupied as of December 31, 2002. Major tenants (i.e., tenants who accounted for
10% or more of the  leasable  space as of  December  31,  2002)  include  K-Mart
Corporation,  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 30%, 16% 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  $339,000;  and the Toys "R" Us lease  expires in October 2005 and
provides for annual base rental  payments of  approximately  $90,000.  K-Mart is
currently  operating under  bankruptcy  protection  pursuant to Title 11, United
States  Code,  11 U.S.C.  Sections  101 et seq.,  however,  it has  assumed  its
obligations  under  its  lease  except  for  approximately   $85,000  of  unpaid
reimbursements  due  and  owing  to a  subsidiary  of  the  Trust  prior  to the
bankruptcy  filing  for which the Trust has filed a proof of claim.  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  11,000 square feet are
due to expire on or prior to December 31, 2003. The approximate


                                       2

<PAGE>


base rental revenue as of December 31, 2002 was  approximately  $4,088,000.  The
average base rental  revenue per leased  square foot as of December 31, 2002 was
$11.59, excluding percentage rent and similar provisions. The Trust believes the
property is  adequately  covered by  insurance.  As of December  31,  2002,  the
estimated  net   realizable   value  of  the  Hylan  Center  was   approximately
$43,929,000,  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
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% (95% for taxable  years on or before  December 31, 2000)
of its REIT Taxable Income (as defined in the Code) to its shareholders.


                                       3

<PAGE>


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) as more fully set forth in 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  does  not  have  any  control  as to  the  timing  of the  resolution  or
disposition of any such claims and no assurance can be given that the resolution
or disposition of any such claims will be on terms or conditions as favorable to
the Trust as if they were resolved or disposed of by the Trust.

     RPS and the Trust also have  received an opinion from Wolf,  Block,  Schorr
and  Solis-Cohen  LLP (the "Special Tax Counsel") that, to the extent there is a
deficiency in RPS distributions arising out of the IRS examination, and provided
RPS timely makes a deficiency  dividend  (i.e.  declares and pays a distribution
which is  permitted  to relate  back to the year for which each  deficiency  was
determined to satisfy the requirement that a REIT distribute ninety-five percent
(95%)  of its  taxable  income),  the  classification  of RPS as a REIT  for the
taxable years under examination would not be affected.

     As of December  31,  2002,  the Trust has not been  required to perform its
indemnity  obligation with respect to the RPS Tax Issues other than with respect
to the payment of legal fees and expenses  incurred in connection  with the IRS'
ongoing  examination.  On March 1, 1999,  the IRS revenue agent  conducting  the
examination  issued  his  examination  report  (the  "Original  Revenue  Agent's
Report") with respect to the tax issues in the RPS Tax Audit,  including the RPS
Tax Issues.  The Original Revenue Agent's Report set forth a number of positions
which the IRS  examining  agent took with  respect to the RPS Tax Issues for the
years that are  subject to the RPS Tax Audit,  which  Special Tax Counsel to the
Continuing  Trustees  believes  are  not  consistent  with  applicable  law  and
regulations of the IRS. One of the positions,  the  acquisition of assets by RPS
that  could be viewed  as  non-qualifying  assets  for REIT  purposes,  has been
addressed in the opinion letter of counsel  referred to above. In addition,  the
IRS revenue agent  proposed to disallow the deductions for bad debts and certain
other items  claimed by RPS in the years  under  examination.  In  reaching  his
conclusion  with respect to the deduction  for bad debts,  the IRS revenue agent
disregarded  the  fact  that  the  values  actually   obtained  for  the  assets
corresponded  to the values used by RPS in determining  its bad debt  deductions
for financial reporting  purposes.  The issuance of the Original Revenue Agent's
Report  constituted  only the first step in the IRS  administrative  process for
determining  whether there is any deficiency in RPS' tax liability for the years
at issue and any adverse  determination  by the IRS revenue  agent is subject to
administrative  appeal with the IRS and,  thereafter,  to judicial  review.  RPS
filed an


                                       4

<PAGE>


administrative appeal (the "Protest")  challenging the findings contained in the
Original   Revenue   Agent's  Report.   The  appellate   conferee  to  whom  the
administrative  appeal was assigned reviewed the Original Revenue Agent's Report
and the Protest and, rather than  considering  the appeal further,  returned the
case to the revenue agent for further factual development. During a meeting with
the Special Tax  Counsel to the  Continuing  Trustees,  the  appellate  conferee
indicated  that,  even assuming the assertions in the Original  Revenue  Agent's
Report  justified the  disallowances,  he was required to return the case to the
revenue  agent  because the facts  necessary  to sustain the  assertions  in the
Report  had  not  been  established  to  the  degree  necessary  to  permit  the
consideration  of the case on appeal.  In response,  the revenue agent requested
information  in accordance  with the  directions of the appellate  conferee and,
although  much of the  information  was  examined by the agent  previously,  RPS
responded to the new request.

     On October 29, 2001, the IRS issued a new Revenue  Agent's Report (the "New
Revenue Agent's  Report") with respect to the issues presented by the Tax Audit.
The amount of the  proposed  adjustments  to the  taxable  income of RPS and the
amount of the  additional  taxes  asserted as being due from RPS,  for the years
under examination in the New Revenue Agent's Report,  include all of the amounts
included in the  Original  Revenue  Agent's  Report.  In  addition,  the IRS has
proposed to disallow the loss claimed by RPS on the disposition of the fee title
interest in a property (acquired by RPS in 1992 at foreclosure) that was made to
an unrelated third-party.  This results in the disallowance of a loss claimed by
RPS in 1994 in the  approximate  amount of $1,810,000.  The New Revenue  Agent's
Report asserts  additional grounds in support of the disallowance of the RPS bad
debt deductions in the years under examination. If all of the positions taken in
the New Revenue Agent's Report were to be sustained, RPS, with funds which could
be supplied by the Trust,  would have to  distribute up to  approximately  $16.5
million to its  shareholders,  in accordance  with the procedures for deficiency
dividends,  in order to preserve its status as a REIT and could, in addition, be
subject to taxes,  interest and  penalties  up to  approximately  $43.1  million
through  December  31, 2002.  The Trust has been  advised that  Ramco-Gershenson
Properties  Trust timely filed a new  administrative  appeal (the "New Protest")
challenging the determinations  made and discussions between Special Tax Counsel
to the Continuing Trustees and the IRS appellate conferees are ongoing.

     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   intends  to  file  a  timely
administrative appeal (the "Trust Protest") challenging the adjustments proposed
in the examination report.

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
$262,000.  This lease will expire on October 31, 2004.  In  addition,  the Trust
owns and operates the Hylan Center property described under Item 1.


                                       5

<PAGE>


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 2002.

                                     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.

<TABLE>

<CAPTION>

                                          High                        Low
                                          ----                        ---
<S>                                      <C>                          <C>
First Quarter 2002                        $8.700                      $7.890

Second Quarter 2002                       $9.400                      $8.030

Third Quarter 2002                       $11.400                      $9.250

Fourth Quarter 2002                      $11.050                      $9.380

First Quarter 2001                        $8.625                      $6.750

Second Quarter 2001                       $9.900                      $7.500

Third Quarter 2001                        $9.250                      $7.720

Fourth Quarter 2001                       $8.900                      $7.580

</TABLE>


(b) Approximate Number of Equity Security Holders

<TABLE>

<CAPTION>
                                                           Approximate Number
                                                            of Record Holders
Title of Class                                           (As of March 14, 2003)
                                                         ----------------------
<S>                                                      <C>

Shares of beneficial interest, $.01 par value                     2,266

</TABLE>

(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 (95% for taxable years on or before December 31, 2000).  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


                                       6

<PAGE>


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 $.62, $.76 and $.86 per share for the years
ended  December  31,  2002,  2001  and  2000  respectively.  Such  distributions
represent ordinary income.


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                         12/31/02       12/31/01       12/31/00       12/31/99       12/31/98
                                              --------       --------       --------       --------       --------

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

Statement of Net Assets
In Liquidation:
         Total Assets                      $ 66,876,929    $63,286,177    $62,691,522    $61,826,132   $ 60,376,057
         Total Liabilities                    4,971,363      5,430,048      4,545,181      4,394,443      4,164,168
         Net Assets in Liquidation           61,905,566     57,856,129     58,146,371     57,431,689     56,211,889

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

         Distributions Paid                 (2,208,163)    (2,706,780)    (3,062,936)      (997,235)             --

Adjustments to Reflect Liquidation
Basis of Accounting                           6,257,600      2,416,538      3,777,618      2,217,035      2,163,185
Net Change in Net Assets in Liquidation      $4,049,437     $(290,242)       $714,682     $1,219,800     $2,163,185

</TABLE>


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 have 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,  2002,  the
Trust had approximately $22,678,000 in cash and short-term investments.


                                       7

<PAGE>

     During the first quarter of 1998, the Trust received net proceeds of
approximately $3,242,000 from the sale of the Norgate Shopping Center. Following
such sale, the Trust's sole remaining property was the Hylan Center.

     The Trust  expects that it will liquify its  investment in the Hylan Center
upon  resolution  of the RPS Tax Issues and any  resolution  of any  liabilities
relating thereto under the Tax Agreement.


Results of Operations

Period from January 1, 2000 to December 31, 2000, January 1, 2001 to December
31, 2001 and January 1, 2002 to December 31, 2002.

     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, 2002, 2001 and 2000 was approximately $2,187,000,  $2,701,000 and $3,045,000
respectively.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
-------- -----------------------------------------------------------

     As of December 31, 2002,  the Trust has  approximately  $22,677,000 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  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-9, which are included herein.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.
         ---------------------------------------------------------------
         None.

                                       8

<PAGE>

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.
--------  ---------------------------------------------------

     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:

<TABLE>

<CAPTION>

Name                    Age        Offices and Positions
----                    ---        ---------------------

<S>                     <C>        <C>

Joel M. Pashcow*        60         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       70         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   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.


                                       9

<PAGE>

Name                    Age        Offices and Positions
----                    ---        ---------------------

Stephen R. Blank*       57         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,  BNP Residential Trust, Inc., an
                                   American Stock  Exchange-listed REIT, and MFA
                                   Mortgage Investments,  Inc., a New York 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 Practising  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       62         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*     60         President  of  Manhattan  Associates,  LLC, a
                                   merchant  and  investment  banking firm since
                                   February 1994.  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   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).


                                       10

<PAGE>

Name                    Age        Offices and Positions
----                    ---        ---------------------

William A. Rosoff     59           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  is a
                                   member  of  the  Board  of  Regents  of   the
                                   Philadelphia   chapter   of   the    American
                                   Technion   Society.   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.

Edwin R. Frankel      57           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.

</TABLE>
---------------------
* 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  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.


                                       11

<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>

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

                                                                Annual Compensation                Long Term Compensation
                                                                -------------------                ----------------------
                                                                             Restricted
Name and  Principal                                        Other Annual         Stock       Securities Underlying    Payout LTIP
Position                 Year    Salary($)    Bonus($)    Compensation($)     Awards($)        Options/SARs($)        Payouts($)
------------------       ----    ---------    --------    ---------------    ----------     ------------------        ----------

Edwin R. Frankel*
Executive Vice
President, Chief
Financial Officer and
Secretary
                         2000    165,557                      5,142*
                         2001    170,317                     11,200*
                         2002    175,638      15,250         13,900*
Stanley Rappoport        2000    114,231
                         2001    119,616
                         2002    124,423
----------------
</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.

     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  shall be payable on  September  1, 2003 with the balance of
such earned


                                       12

<PAGE>

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 and 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 2002, 2001 and 2000, 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.


                                       13

<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management.
--------  ---------------------------------------------------------------

     As of March 14, 2003, 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.

<TABLE>

<CAPTION>

                                                                 AMOUNT AND NATURE
                           NAME AND ADDRESS OF BENEFICIAL          OF BENEFICIAL      PERCENT OF
   TITLE OF CLASS                 BENEFICIAL OWNER                   OWNERSHIP           CLASS
   --------------          ------------------------------         ---------------     ----------

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

Shares of beneficial     Private Management Group, Inc., an         664,151(1)         18.65%
interest                 investment advisor in a fiduciary
$.01 par value           capacity
                         20 Corporate Park, Suite 400
                         Irvine, CA 92606

Shares of beneficial     Kimco Realty Corporation                  1,068,037(2)         30.0%
interest                 3333 New Hyde Park Rd.
$.01 par value           New Hyde Park, NY 11042

</TABLE>


------------------

(1)  Based  upon  Schedule   13G/A  filing  with  the  Securities  and  Exchange
     Commission, filed on February 11, 2003.

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



                                       14

<PAGE>


Item 13.  Certain Relationships and Related Transactions.
--------  -----------------------------------------------

     Set forth below is  information as to the Shares  beneficially  owned as of
March 14, 2003 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>

Joel M. Pashcow                                94,154(2)             2.64%
Arthur H. Goldberg                             24,487(3)               *
William A. Rosoff                                 125                  *
Stephen R. Blank                                  981(4)               *
Edward Blumenfeld                                 125                  *
Edwin J. Glickman                                 10,531               *
Edwin R. Frankel                                       0               *
All Trustees and  Executive
Officers as a group (7 persons)                  130,403             3.66%

</TABLE>
---------------------
*     Less than 1% of class.

(1)   All amounts are directly owned unless stated otherwise.
(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  706 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.


                                       15

<PAGE>


Item 14.  Controls and Procedures.
--------  ------------------------

Within the 90-day period prior to the filing of this Annual Report on Form 10-K,
an evaluation was carried out under the supervision  and with the  participation
of the  Trust's  management,  including  our Chief  Executive  Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls  and  procedures  (as defined in Rule  13a-14(c)  under the
Securities and Exchange Act of 1934). Based upon evaluation, the Chief Executive
Officer and Chief Financial  Officer  concluded that the design and operation of
these disclosure controls and procedures were effective.  No significant changes
were made in our internal controls or in other factors that could  significantly
affect these controls subsequent to the date of their evaluation.

                                       16

<PAGE>

                                     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-9, 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.


                                       17

<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                           Page

Consolidated Financial Statements -- Atlantic Realty Trust and Subsidiary
(Liquidation Basis)

Independent Auditors' Report.............................................   F-2
Consolidated Statements of Net Assets in Liquidation at
       December 31, 2002 and 2001........................................   F-3
Consolidated Statements of Changes in Net Assets in Liquidation
         for the Years Ended December 31, 2002, 2001 and 2000............   F-4
Notes to Consolidated Financial Statements............................... F-5-9


                                      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") at December
31, 2002 and 2001,  and the related  consolidated  statements  of changes in net
assets in  liquidation  for each of the three years in the period ended December
31, 2002. 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  at  December  31, 2002 and 2001 and the changes in its net assets in
liquidation for each of the three years in the period ended December 31, 2002 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


New York, New York
March 14, 2003


                                      F-2


<PAGE>



                      ATLANTIC REALTY TRUST AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
                        (Liquidation Basis of Accounting)

<TABLE>

<CAPTION>
                                     December 31, 2002       December 31, 2001
                                     -----------------       -----------------
ASSETS:
<S>                                  <C>                     <C>

Investment in real estate...........     $43,929,250            $39,520,375
Cash and short-term investments.....      22,677,679             23,424,552
Other assets........................         270,000                341,250
                                     -----------------       -----------------
    Total assets                          66,876,929             63,286,177
                                     -----------------       -----------------

LIABILITIES:

Estimated costs of liquidation......       4,971,363              5,430,048
                                     -----------------       -----------------


Net assets in liquidation...........     $61,905,566            $57,856,129
                                     =================       =================

</TABLE>



                 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, 2002         December 31, 2001       December 31, 2000
                                                ------------------         ------------------      ------------------

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

Net assets in liquidation, beginning                   $57,856,129               $58,146,371              $57,431,689
   of period
Distributions paid                                      (2,208,163)               (2,706,780)              (3,062,936)
Adjustments to reflect                                   6,257,600                 2,416,538                3,777,618
  liquidation basis of accounting              -------------------        ------------------       ------------------

Net assets in liquidation, end of                      $61,905,566               $57,856,129       $       58,146,371
  period                                       ===================        ==================       ==================


</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
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.

                                      F-5

<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (Liquidation Basis of Accounting)

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

2.       Investment in Real Estate

<TABLE>

<CAPTION>

                                                                      Estimated Net Realized Value(a)(b)
Property                       Location                            December 31,                December 31,
                                                                       2002                        2001
                                                                   ----------------       -----------------

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

Hylan Shopping Center          Staten Island, NY                      $43,929,250            $39,520,375

</TABLE>

--------------

(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, 2002 and  December  31, 2001 are as follows:

<TABLE>



<S>                                                                 <C>                    <C>

                                                                          2002                   2001
                                                                          ----                   ----
        Rental income                                                  $4,310,090             $3,998,999
        Expense reimbursements                                          2,000,635              1,883,932
        Interest from short-term investments                              312,168                675,317
        Other                                                               5,837                 39,095
                                                                   ----------------       -----------------
                                                                        6,628,730              6,597,343
                                                                   ----------------       -----------------

        Operating property expenses                                     2,433,994              2,145,100
        Depreciation                                                      292,981                259,000
        General and administrative                                      1,714,304              1,491,658
                                                                   ----------------       -----------------
                                                                        4,441,279              3,895,758
                                                                   ----------------       -----------------
        Net income                                                     $2,187,451             $2,701,585
                                                                   ================       =================

</TABLE>

3.       Shares Outstanding

     The weighted  average number of common shares  outstanding  for each of the
periods ended December 31, 2002, 2001, and 2000 was 3,561,553.

4.       Cash and Short-Term Investments

     Cash and  short-term  investments  at December  31, 2002 and 2001,  consist
primarily of certificates of deposit at a major New York bank of $22,150,000 and
$22,750,000, respectively, purchased with original maturities of three months or
less, bearing interest at a fixed rate of 1.05% and 1.45%, respectively.

5.       Other Assets

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

                                      F-6

<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (Liquidation Basis of Accounting)

6.       Income Taxes

     Even though the Trust will not be subject to income  taxes as  discussed in
Note 1, since the Trust is a public  enterprise  it is required to reconcile the
net difference between the assets and liabilities for tax purposes and financial
reporting, in accordance with the Financial Accounting Standards Board Statement
No.  109,  "Accounting  for  Income  Taxes."  Net  differences  in basis are not
material.

     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.  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 does not have any control
as to the timing of the  resolution  or  disposition  of any such  claims and no
assurance  can be given that the  resolution or  disposition  of any such claims
will be on  terms or  conditions  as  favorable  to the  Trust  as if they  were
resolved or disposed of by the Trust.

     RPS and the Trust also have  received an opinion from Wolf,  Block,  Schorr
and  Solis-Cohen  LLP (the "Special Tax Counsel") that, to the extent there is a
deficiency in RPS distributions arising out of the IRS examination, and provided
RPS timely makes a deficiency  dividend  (i.e.  declares and pays a distribution
which is  permitted  to relate  back to the year for which each  deficiency  was
determined to satisfy the requirement that a REIT distribute ninety-five percent
(95%)  of its  taxable  income),  the  classification  of RPS as a REIT  for the
taxable years under examination would not be affected.

     As of December  31,  2002,  the Trust has not been  required to perform its
indemnity  obligation with respect to the RPS Tax Issues other than with respect
to the payment of legal fees and expenses  incurred in connection  with the IRS'
ongoing  examination.  On March 1, 1999,  the IRS revenue agent  conducting  the
examination  issued  his  examination  report  (the  "Original  Revenue  Agent's
Report") with respect to the tax issues in the RPS Tax Audit,  including the RPS
Tax Issues.  The Original Revenue Agent's Report set forth a number of positions
which the IRS  examining  agent took with  respect to the RPS Tax Issues for the
years that are  subject to the RPS Tax Audit,  which  Special Tax Counsel to the
Continuing  Trustees  believes  are  not  consistent  with  applicable  law  and
regulations of the IRS. One of the positions,  the  acquisition of assets by RPS
that  could be viewed  as  non-qualifying  assets  for REIT  purposes,  has been
addressed in the opinion

                                      F-7

<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (Liquidation Basis of Accounting)

letter of counsel referred to above. In addition, the IRS revenue agent proposed
to disallow the  deductions for bad debts and certain other items claimed by RPS
in the years under  examination.  In reaching his conclusion with respect to the
deduction  for bad debts,  the IRS revenue agent  disregarded  the fact that the
values actually  obtained for the assets  corresponded to the values used by RPS
in determining its bad debt  deductions for financial  reporting  purposes.  The
issuance of the Original Revenue Agent's Report  constituted only the first step
in  the  IRS  administrative  process  for  determining  whether  there  is  any
deficiency  in RPS'  tax  liability  for the  years  at  issue  and any  adverse
determination by the IRS revenue agent is subject to administrative  appeal with
the IRS and, thereafter,  to judicial review. RPS filed an administrative appeal
(the  "Protest")  challenging  the findings  contained  in the Original  Revenue
Agent's Report.  The appellate  conferee to whom the  administrative  appeal was
assigned  reviewed  the  Original  Revenue  Agent's  Report and the Protest and,
rather than  considering  the appeal  further,  returned the case to the revenue
agent for further  factual  development.  During a meeting  with the Special Tax
Counsel to the Continuing Trustees,  the appellate conferee indicated that, even
assuming the assertions in the Original  Revenue  Agent's  Report  justified the
disallowances,  he was required to return the case to the revenue  agent because
the facts  necessary  to  sustain  the  assertions  in the  Report  had not been
established to the degree  necessary to permit the  consideration of the case on
appeal. In response,  the revenue agent requested information in accordance with
the directions of the appellate  conferee and,  although much of the information
was examined by the agent previously, RPS responded to the new request.

     On October 29, 2001, the IRS issued a new Revenue  Agent's Report (the "New
Revenue Agent's  Report") with respect to the issues presented by the Tax Audit.
The amount of the  proposed  adjustments  to the  taxable  income of RPS and the
amount of the  additional  taxes  asserted as being due from RPS,  for the years
under examination in the New Revenue Agent's Report,  include all of the amounts
included in the  Original  Revenue  Agent's  Report.  In  addition,  the IRS has
proposed to disallow the loss claimed by RPS on the disposition of the fee title
interest in a property (acquired by RPS in 1992 at foreclosure) that was made to
an unrelated third-party.  This results in the disallowance of a loss claimed by
RPS in 1994 in the  approximate  amount of $1,810,000.  The New Revenue  Agent's
Report asserts  additional grounds in support of the disallowance of the RPS bad
debt deductions in the years under examination. If all of the positions taken in
the New Revenue Agent's Report were to be sustained, RPS, with funds which could
be supplied by the Trust,  would have to  distribute up to  approximately  $16.5
million to its  shareholders,  in accordance  with the procedures for deficiency
dividends,  in order to preserve its status as a REIT and could, in addition, be
subject to taxes,  interest and  penalties  up to  approximately  $43.1  million
through  December  31, 2002.  The Trust has been  advised that  Ramco-Gershenson
Properties  Trust timely filed a new  administrative  appeal (the "New Protest")
challenging the determinations  made and discussions between Special Tax Counsel
to the Continuing Trustees and the IRS appellate conferees are ongoing.

     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   intends  to  file  a  timely

                                      F-8

<PAGE>


                      ATLANTIC REALTY TRUST AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        (Liquidation Basis of Accounting)

administrative   appeals  (the  "Trust  Protest")  challenging  the  adjustments
proposed in the examination report.

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 (95% for taxable years on or before December
31, 2000) 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, 2002, 2001 and 2000 are summarized as follows:

<TABLE>

<CAPTION>

              Record Date                            Distribution                            Payment
              -----------                            ------------                            -------
<S>         <C>                                      <C>                                <C>

           December 15, 2002                        $.62 per share                      December 27, 2002
           December 14, 2001                        $.76 per share                      December 27, 2001
           December 15, 2000                        $.86 per share                      December 28, 2000

</TABLE>


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
$262,000. This lease will expire on October 31, 2004.


                                      F-9

<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 27th day of
March, 2003.

                                  ATLANTIC REALTY TRUST

Date:  March 27, 2003             By:  /s/ 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.

<TABLE>

<CAPTION>

Signature                 Title                                 Date

<S>                        <C>                                  <C>

/s/ Joel M. Pashcow       President and Chairman of the         March 27, 2003
-------------------       Broad
Joel M. Pashcow



/s/ Edwin R. Frankel      Executive Vice President, Chief       March 27, 2003
--------------------      Financial Officer, Secretary and
Edwin R. Frankel          Principal Financial and Accounting
                          Officer




/s/ Edwin J. Glickman     Trustee                               March 27, 2003
---------------------
Edwin J. Glickman




/s/ Stephen R. Blank      Trustee                               March 27, 2003
--------------------
Stephen R. Blank




/s/ Edward Blumenfeld     Trustee                               March 27, 2003
---------------------
Edward Blumenfeld




/s/ Arthur H. Goldberg                                          March 27, 2003
----------------------
Arthur H. Goldberg        Trustee




/s/  William A. Rosoff    Trustee                               March 27, 2003
----------------------
William A. Rosoff

</TABLE>

<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 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.

<PAGE>


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.

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).



<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  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  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 annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  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 in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly


<PAGE>


affect internal controls  subsequent to the date of our most recent  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.


Date:  March 27, 2003                      /s/ Joel M. Paschow
                                           ------------------------------------
                                           Name:  Joel M. Pashcow
                                           Title: Chairman and President
                                                  (Principal Executive Officer)


<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  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  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 annual report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  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 in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly

<PAGE>



affect internal controls  subsequent to the date of our most recent  evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.


Date:  March 27, 2003                       /s/ Edwin R. Frankel
                                            -----------------------------------
                                            Name:  Edwin R. Frankel
                                            Title: Executive Vice President,
                                                   Chief Financial Officer
                                                   and Secretary
                                                   (Principal Financial and
                                                   Accounting Officer)

<PAGE>


Exhibit 99.1
To Atlantic Realty Trust
Report on Form 10-K
December 31, 2002


                           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 quarter  ended  December  31, 2002 (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 27, 2003                       /s/ Joel M. Paschow
                                            -----------------------------------
                                            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, 2002

                           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 quarter  ended
December 31, 2002 (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 27, 2003                        /s/ Edwin R. Frankel
                                             ----------------------------------
                                             Name: Edwin R. Frankel
                                             Title: Executive Vice President,
                                                    Chief Financial Officer
                                                    and Secretary
                                                    (Principal Financial and
                                                    Accounting Officer)