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, 2001
                          ------------------------------------------------------

                                       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]

     Aggregate  market  value  of the  Shares  of  Beneficial  Interest  held by
non-affiliates   of  the   registrant  as  of  March  15,  2002:   approximately
$28,222,809.

     Approximately  3,561,553  Shares of Beneficial  Interest of the  Registrant
were outstanding as of March 15, 2002.




<PAGE>



                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

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

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

PART IV  .....................................................................16
   Item 14.  Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K..............................................16




<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")  continuing review of its
audit of RPS (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 Ginnie Mae,  Fannie Mae or Freddie Mac.  Unless  otherwise
approved  by the  shareholders,  the


                                       1


<PAGE>


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, 2001
and intends to operate so as to continue to qualify as a REIT.

     As of December 31, 2001, the Trust had six employees.

Description of Trust Assets

     As of December  31, 2001,  the Trust owned and operated one real  property,
the Hylan Center and held  short-term  investments  in the  principal  amount of
approximately $22,750,000, consisting primarily of a certificate of deposit at a
major New York bank.

Real Property Investment

     The Hylan Plaza  Shopping  Center.  At December 31, 2001, 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
350,000 square feet of leasable space  approximately 99% of which was leased and
occupied as of December 31, 2001. Major tenants (i.e., tenants who accounted for
10% or more of the leasable space as of December 31, 2001) include K-Mart Corp.,
a department store chain ("K-Mart"),  Supermarkets General Corp. d/b/a Pathmark,
a supermarket chain  ("Pathmark"),  and the Toys "R" Us -- Nytex, Inc., a retail
toy store  chain  ("Toys  "R" Us").  These  three  tenants  lease  approximately
105,000, 55,000 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  2002 and  provides  for annual  base rental  payments of  approximately
$235,000;  the  Pathmark  lease  expires in January 2002 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.  The K-Mart lease  contains  three 5-year tenant renewal
options;  the Pathmark lease contains seven 5-year tenant renewal  options;  and
the Toys "R" Us lease  contains  one 10-year  tenant  renewal  option.  Both the
K-Mart and the Pathmark  leases were  extended for one  additional  5-year term.
Leases for  approximately  13, 277 square  feet are due to expire on or prior to
December 31, 2002. The  approximate  base


                                       2


<PAGE>



rental revenue as of December 31, 2001 was approximately $3,791,208. The average
base rental  revenue per leased  square foot as of December 31, 2001 was $10.83,
excluding  percentage  rent and  similar  provisions.  The  Trust  believes  the
property is  adequately  covered by  insurance.  As of December  31,  2001,  the
estimated  net   realizable   value  of  the  Hylan  Center  was   approximately
$39,520,000,  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 95% (90% for taxable  years  beginning  after  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) 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,  2001,  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.
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.  As noted  above,  the  Original
Revenue Agent's Report set forth a number of positions which Special Tax Counsel
to RPS  and the  Trust  believe  are  not  consistent  with  applicable  law and
regulations  of the IRS.  RPS filed an  administrative  appeal  (the  "Protest")
challenging the findings  contained in the Original


                                       4


<PAGE>



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  $39.4  million
through  March  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. No action has been taken by the IRS with
respect to the New Protest.

Segment Information

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

Item 2. Properties.

     The Trust  leases  approximately  4,800  square feet of office space at 747
Third  Avenue,  New  York,  New York at an  annual  base  rent of  approximately
$305,000.  This lease will expire on October 31, 2003.  In  addition,  the Trust
owns and operates the Hylan Center property described under Item 1.

Item 3. Legal Proceedings.

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

Item 4. Submission of Matters to a Vote of Security Holders.

     The Trust did not submit any  matter to a vote of its  shareholders  during
the fourth quarter of 2001.


                                       5



<PAGE>



                                     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, 2001 and 2000.


                                           High                       Low
                                           ----                       ---

First Quarter 2000                         $7.750                     $6.500

Second Quarter 2000                        $8.250                     $6.812

Third Quarter 2000                         $8.560                     $5.531

Fourth Quarter 2000                        $8.625                     $7.750

First Quarter 2001                         $8.625                     $6.750

Second Quarter 2001                        $9.906                     $7.500

Third Quarter 2001                         $9.250                     $7.719

Fourth Quarter 2001                        $8.906                     $7.578



(b) Approximate Number of Equity Security Holders


                                                       Approximate Number
                                                        of Record Holders
Title of Class                                       (As of March 15, 2002)
--------------                                       ----------------------

Shares of beneficial interest, $.01 par value                 2,788

(c) Dividend Information

     Under  the  Code,  a REIT  must meet  certain  qualifications  including  a
requirement that it distribute  annually to its shareholders at least 95% of its
REIT Taxable Income (90% for taxable years  beginning  after 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 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 $.76, $.86 and $.28 per share for the years
ended  December  31,  2001,  2000  and  1999  respectively.  Such  distributions
represent ordinary income.


                                       6


<PAGE>



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

ATLANTIC REALTY TRUST                          12/31/01          12/31/00         12/31/99         12/31/98        12/31/97
Statement of Net Assets
In Liquidation:
         Total Assets                        $ 63,286,177      $ 62,691,522     $ 61,826,132     $ 60,376,057    $ 56,962,910
         Total Liabilities                      5,430,048         4,545,181        4,394,443        4,164,168       2,914,206
         Net Assets in Liquidation             57,856,129        58,146,371       57,431,689       56,211,889      54,048,704

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

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

Adjustments to Reflect Liquidation
Basis of Accounting                             2,416,538         3,777,618        2,217,035        2,163,185       6,432,940
Net Change in net assets in Liquidation          (290,242)          714,682        1,219,800        2,163,185       6,432,940

</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,  2001,  the
Trust had approximately $23,400,000 in cash and short-term investments.

     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 will liquify its  investment in the Hylan Center upon  resolution
of the RPS Tax Issues.


                                       7


<PAGE>



     New Accounting  Pronouncements  -- SFAS No. 133,  Accounting for Derivative
Instruments and Hedging  Activities ("SFAS 133"), was adopted by the Trust as of
January 1, 2001. SFAS 133, as amended and  interpreted,  establishes  accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. Because the
Trust does not currently  utilize  derivative  instruments  or engage in hedging
activities,  the  implementation  of this  standard had no effect on the Trust's
financial statements.

     In  August  of  2001,  the  Financial  Accounting  Standards  Board  issued
Statement  No.  144,  Accounting  for the  Impairment  or Disposal of Long Lived
Assets  ("SFAS  144").  SFAS 144 was adopted by the Trust as of January 1, 2002,
and  supercedes  existing  accounting  literature  dealing with  impairment  and
disposal of long-lived assets, including discontinued  operations.  It addresses
financial accounting and reporting for the impairment of long-lived assets to be
disposed  of, and expands  current  reporting  for  discontinued  operations  to
include  disposals of  "component"  of an entity that has been disposed of or is
classified as held for sale. The implementation of this standard did not have an
impact on the Trust's financial statements.

Results of Operations

Period from January 1, 1999 to December  31,  1999,  January 1, 2000 to December
31, 2000 and January 1, 2001 to December 31, 2001.

     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, 2001, 2000 and 1999 was approximately $2,701,000,  $3,045,000 and $2,600,000
respectively.

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

     Not applicable.

Item 8. Financial Statements and Supplementary Data.

     See pages F-1 through F-8, 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>
<S>                      <C>       <C>

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

Joel M. Pashcow*          59        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         69        Executive  Vice  President of Capital Lease Funding Corp., a
                                    company  engaged in c ommercial 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  xecutive   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*         56        Senior Fellow,  Finance of the Urban Land Institute ("ULI").
                                    Mr.  Blank  is also a  director  of West  Coast  Hospitality
                                    Corporation,  a New York Stock  Exchange-listed  corporation
                                    and  BNP   Residential   Trust,   Inc.,  an  American  Stock
                                    Exchange-listed  REIT.  Prior to joining the ULI in December
                                    of 1998,  Mr.  Blank was a Managing  Director,  Real  Estate
                                    Investment Banking of CIBC Oppenheimer Corp. ("Oppenheimer")
                                    since November 1, 1993.  Prior to joining  Oppenheimer,  Mr.
                                    Blank  was  a  Managing  Director,   Real  Estate  Corporate
                                    Finance, of Cushman & Wakefield,  Inc. for four years. Prior
                                    to that, Mr. Blank was associated for ten years with Kidder,
                                    Peabody & Co.  Incorporated  as a Managing  Director  of the
                                    firm's Real Estate Group.  Mr. Blank graduated from Syracuse
                                    University  in 1967 and was  awarded  a  Masters  Degree  in
                                    Business  Administration  (Finance Concentration) by Adelphi
                                    University  in  1971.  He is a  member  of  the  Urban  Land
                                    Institute   and  the   American   Society  of  Real   Estate
                                    Counselors.  Since  September  1998,  Mr.  Blank has been an
                                    adjunct  professor in the Real Estate  Executive MBA Program
                                    at Columbia University  Graduate School of Business.  He has
                                    lectured  before the 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         61        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*       59        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         58        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          56        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.  Blank ,
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
$173,000 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>


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

Edwin R. Frankel*
Executive Vice
President, Chief        1999   160,735                       4,837**
Financial Officer and   2000   165,557                       5,142**
Secretary               2001   170,317                      11,200**

</TABLE>

     __________________

     *    No  other  executive  officer  received   compensation  in  excess  of
          $100,000.
     **   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.

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.



                                       12


<PAGE>



     During 2001, 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.

     During 2000, 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.

     During 1999, Messrs.  Edwin Glickman and Edward Blumenfeld each earned fees
of $60,000 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 15, 2002, 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>
<S>                         <C>                                             <C>                     <C>

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


Shares of beneficial        Private Management Group, Inc., an               698,155(1)               19.6%
interest                    investment advisor in a fiduciary
$.01 par value              capacity
                            20 Corporate Park, Suite 400
                            Irvine, CA 92606

Shares of beneficial        Kimco Realty Corporation                        1,038,037(2)              29.1%
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 7, 2002.

(2)  Based  upon  Schedule   13D/A  filing  with  the  Securities  and  Exchange
     Commission, filed on August 9, 2001.



                                       14

<PAGE>



Item 13. Certain Relationships and Related Transactions.

     Set forth below is  information as to the Shares  beneficially  owned as of
March 14, 2001 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>
<S>                                                                  <C>                    <C>


Name of Trustee/                                                      Shares Owned
Executive Officer                                                    Beneficially(1)        Percent of Class

Joel M. Pashcow                                                             94,154(2)            2.64%
Arthur H. Goldberg                                                          24,487(3)              *
William A. Rosoff                                                                0                 *
Stephen R. Blank                                                               981(4)              *
Edward Blumenfeld                                                              125                 *
Edwin J. Glickman                                                                0                 *
Edwin R. Frankel                                                                 0                 *
All Trustees and  Executive Officers as a group (7 persons)                119,747               3.36%

</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>



                                     PART IV

Item 14. 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.




                                       16

<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, 2001 and 2000..............................................F-3
Consolidated Statements of Changes in Net Assets in
     Liquidation for the Years Ended December 31, 2001, 2000 and 1999........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, 2001 and 2000,  and the related  consolidated  statements  of changes in net
assets in  liquidation  for each of the three years in the period ended December
31, 2001. 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, 2001 and 2000 and the changes in its net assets in
liquidation for each of the three years in the period ended December 31, 2001 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 asssets 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 4, 2002



                                      F-2


<PAGE>




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


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


                                                              December 31, 2001          December 31, 2000
                                                              -----------------          -----------------
ASSETS:

Investment in real estate............................            $39,520,375                $38,490,625
Cash and short-term investments......................             23,424,552                 23,188,427
Other assets                                                         341,250                  1,012,500
                                                             -------------------         -------------------
         Total assets................................             63,286,177                 62,691,552
                                                             -------------------         -------------------


LIABILITIES:

Estimated costs of liquidation.......................              5,430,048                  4,545,181
                                                             -------------------         -------------------
         Total liabilities...........................              5,430,048                  4,545,181
                                                             -------------------         -------------------
Net assets in liquidation............................            $57,856,129                $58,146,371
                                                             ===================         ===================


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


                                                   For the Year Ended          For the Year Ended         For the Year Ended
                                                    December 31, 2001           December 31, 2000          December 31, 1999
                                                 -----------------------     -----------------------    -----------------------

Net assets in liquidation, beginning
   of period...............................          $  58,146,371                 $57,431,689                 $56,211,889
Distributions paid.........................             (2,706,780)                 (3,062,936)                   (997,235)
Adjustments to reflect liquidation
   basis of accounting.....................              2,416,538                   3,777,618                   2,217,035
                                                 -----------------------     -----------------------    -----------------------
Net assets in liquidation, end of
   period..................................            $57,856,129                 $58,146,371                 $57,431,689
                                                 ======================      =======================    =======================



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


                                                                Estimated Net Realized Value(a)(b)
Property                      Location                      December 31,             December 31,
                                                                2001                     2000
                                                         -------------------      -------------------

Hylan Shopping Center         Staten Island, NY             $39,520,375              $38,490,625

</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, 2001 and December 31, 2000 are as follows:

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


                                                             2001                    2000
                                                             ----                    ----
     Rental income................................         $3,998,999             $3,986,873
     Expense reimbursements.......................          1,883,932              1,607,388
     Interest from short-term investments.........            675,317              1,216,992
     Other........................................             39,095                 43,424
                                                        ----------------        ---------------
                                                            6,597,343              6,854,677
                                                        ----------------        ---------------


     Operating property expenses..................          2,145,100              2,184,751
     Depreciation.................................            259,000                259,000
     General and administrative...................          1,491,658              1,365,679
                                                        ----------------        ---------------
                                                            3,895,758              3,809,430
                                                        ----------------        ---------------
     Net income...................................         $2,701,585             $3,045,247
                                                        ================        ===============

</TABLE>

3.   Shares Outstanding

     The weighted  average number of common shares  outstanding  for each of the
periods ended December 31, 2001, 2000, and 1999 was 3,561,553.

4.   Cash and Short-Term Investments

     Cash and  short-term  investments  at December  31, 2001 and 2000,  consist
primarily of certificates of deposit at a major New York bank of $22,750,000 and
$22,500,000, respectively, purchased with original maturities of three months or
less, bearing interest at a fixed rate of 1.45% and 5.30%, 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,  2001,  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



                                      F-7

<PAGE>


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

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. 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.  As noted  above,  the  Original
Revenue Agent's Report set forth a number of positions which Special Tax Counsel
to RPS  and the  Trust  believe  are  not  consistent  with  applicable  law and
regulations  of the IRS.  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  $39.4  million
through  March  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. No action has been taken by the IRS with
respect to the New Protest.

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
95 percent (90% for taxable years beginning after December 31, 2000) of its REIT
taxable income.  The Trust's policy is to distribute to shareholders all taxable
income.  There were no dividends in 1998.  Dividend  distributions for the years
ended December 31, 2001, 2000 and 1999 are summarized as follows:


                                      F-8


<PAGE>


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


   Record Date                   Distribution                     Payment
   -----------                   ------------                     -------
December 14, 2001               $.76 per share               December 27, 2001

December 15, 2000               $.86 per share               December 28, 2000

December 15, 1999               $.28 per share               December 28, 1999


8.   Commitments

     The Trust  leases  approximately  4,800  square feet of office space at 747
Third  Avenue,  New  York,  New York at an  annual  base  rent of  approximately
$305,000. This lease will expire on October 31, 2003.

9.   New Accounting Pronouncements

     New Accounting  Pronouncements  -- SFAS No. 133,  Accounting for Derivative
Instruments and Hedging  Activities ("SFAS 133"), was adopted by the Trust as of
January 1, 2001. SFAS 133, as amended and  interpreted,  establishes  accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. Because the
Trust does not currently  utilize  derivative  instruments  or engage in hedging
activities,  the  implementation  of this  standard had no effect on the Trust's
financial statements.

     In  August  of  2001,  the  Financial  Accounting  Standards  Board  issued
Statement  No.  144,  Accounting  for the  Impairment  or Disposal of Long Lived
Assets  ("SFAS  144").  SFAS 144 was adopted by the Trust as of January 1, 2002,
and  supercedes  existing  accounting  literature  dealing with  impairment  and
disposal of long-lived assets, including discontinued  operations.  It addresses
financial accounting and reporting for the impairment of long-lived assets to be
disposed  of, and expands  current  reporting  for  discontinued  operations  to
include  disposals of  "component"  of an entity that has been disposed of or is
classified as held for sale. The implementation of this standard did not have an
impact on the Trust's financial statements.




                                      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, 2002.

                                      ATLANTIC REALTY TRUST

Date:  March 27, 2002                 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.


Signature                  Title                               Date
---------                  -----                               ----



/s/ Joel M. Pashcow        President and Chairman              March 27, 2002
-------------------        of the Board
Joel M. Pashcow


/s/ Edwin R. Frankel       Executive Vice President,           March 27, 2002
--------------------       Chief Financial Officer,
Edwin R. Frankel           Secretary and Principal
                           Financial and Accounting
                           Officer



/s/ Edwin J. Glickman      Trustee                             March 27, 2002
---------------------
Edwin J. Glickman



/s/ Stephen R. Blank       Trustee                             March 27, 2002
--------------------
Stephen R. Blank



/s/ Edward Blumenfeld      Trustee                             March 27, 2002
---------------------
Edward Blumenfeld



/s/ Arthur H. Goldberg     Trustee                             March 27, 2002
----------------------
Arthur H. Goldberg



/s/ William A. Rosoff      Trustee                             March 27, 2002
----------------------
William A. Rosoff





<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                 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



<PAGE>


                    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>