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 31,2004
                          ------------------------------------------------------

                                       OR

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

         FOR THE TRANSITION PERIOD FROM                  TO
                                        --------------       -------------------

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

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

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


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



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

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

       Title of each class             Name of each exchange on which registered

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


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

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


<PAGE>


      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No[]

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

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

      Aggregate  market  value of the  Shares  of  Beneficial  Interest  held by
non-affiliates   of  the   registrant   as  of  June  30,  2004:   approximately
$56,613,876.

      Approximately  3,561,553  Shares of Beneficial  Interest of the Registrant
were outstanding as of March 24, 2005.


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page

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

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

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

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
TRUST ISSUES" AND THE "TRUST AUDIT" DISCUSSED IN ITEM 1 OF THIS ANNUAL REPORT ON
FORM 10-K,  STATEMENTS SET FORTH IN THE SECTION  CAPTIONED "RISK FACTORS" IN THE
TRUST'S REGISTRATION STATEMENT ON FORM 10 FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION  ON  MARCH  28,  1996  (FILE  NO.  0-27562)  AND  STATEMENTS  IN  THE
"MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS"  OF THIS ANNUAL  REPORT ON FORM 10-K.  READERS ARE  CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THE DATE HEREOF.  THE TRUST  UNDERTAKES NO  OBLIGATION TO PUBLICLY  REVISE THESE
FORWARD-LOOKING  STATEMENTS TO REFLECT EVENTS OR  CIRCUMSTANCES  OCCURRING AFTER
THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.


<PAGE>

                                  PART I

ITEM 1.  BUSINESS.

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

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

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

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

                                       1


<PAGE>


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

      In addition,  the Trust has and may continue to 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. See "Sale of Hylan Plaza Shopping Center" below.

      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, 2004
and intends to operate so as to continue to qualify as a REIT.

      As of December 31, 2004, the Trust had six employees.

DESCRIPTION OF TRUST ASSETS

      As of December 31, 2004,  the Trust owned and operated one real  property,
the Hylan Center and held  short-term  investments  in the  principal  amount of
approximately $7,300,000,  consisting primarily of a certificate of deposit at a
major New York bank.

REAL PROPERTY INVESTMENT

      THE HYLAN PLAZA SHOPPING  CENTER.  At December 31, 2004, the Trust held an
equity  investment  in one  property,  the Hylan  Center.  The Hylan Center is a
one-story community


                                       2

<PAGE>

shopping  center  located in Staten  Island,  New York which was acquired by the
Trust in April,  1996. The Hylan Center  contains  approximately  359,000 square
feet of leasable space  approximately 99% of which was leased and occupied as of
December 31, 2004. Major tenants (i.e., tenants who accounted for 10% or more of
the leasable  space as of December 31, 2004) include  K-Mart Corp., a department
store chain ("K-Mart"),  Pathmark Stores, Inc. ("Pathmark"), and the Toys "R" Us
-- NY L.L.C.,  a retail toy store chain  ("Toys "R" Us").  These  three  tenants
lease approximately 104,000, 60,000 and 42,000 square feet, respectively,  which
constitutes  29%, 17% and 12%,  respectively,  of the total leasable space.  The
K-Mart  lease  expires in January  2007 and  provides  for  annual  base  rental
payments of approximately  $235,000;  the Pathmark lease expires in January 2007
and provides for annual base rental payments of approximately  $579,000; and the
Toys "R" Us lease  expires in October  2005 and  provides for annual base rental
payments of approximately  $90,000.  The K-Mart lease contains two 5-year tenant
renewal options;  the Pathmark lease contains six 5-year tenant renewal options;
and the Toys "R" Us lease contains one 10-year tenant renewal option. Leases for
approximately  55,000  square feet are due to expire on or prior to December 31,
2005.  The  approximate  base  rental  revenue  as  of  December  31,  2003  was
approximately $4,422,000. The average base rental revenue per leased square foot
as of  December  31,  2004 was  $12.78,  excluding  percentage  rent and similar
provisions.  The Trust believes the property is adequately covered by insurance.
As of December 31, 2004, the estimated net realizable  value of the Hylan Center
was  approximately   $81,319,000,   including   estimated  cash  flows  using  a
disposition period of six 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


                                       3

<PAGE>

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% of its REIT Taxable  Income (as defined in the Code) to
its shareholders.

TAX CONTINGENCY

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

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

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


                                       4
<PAGE>


with  respect to the 1992  taxable  year and  $809,010  with respect to the 1993
taxable year. In addition, Ramco-Gershenson Properties Trust is obligated to pay
a deficiency  in its income taxes with respect to the period  covered by the RPS
Audit equal to $770,258,  plus interest  calculated at the statutory rate on the
amount  of the  deficiency  and the  amount  of the  deficiency  dividends.  The
aggregate amount of the deficiency dividends, income tax deficiency and interest
on these amounts is approximately $7,400,000,  and because the Trust is required
by the Tax Agreement to reimburse  Ramco-Gershenson  Properties  Trust for these
items, they are included in the estimated cost of liquidation as of December 31,
2003.   Although   the  Closing   Agreement   provides   that  the  election  of
Ramco-Gershenson  Properties  Trust  to be taxed  as a "real  estate  investment
trust" was terminated  with respect to its 1994 and 1995 taxable years,  it also
provides  that  Ramco-Gershenson  Properties  Trust  will be  treated  as having
reelected  to be taxed as a "real estate  investment  trust" with respect to its
taxable year beginning  January 1, 1996 and that the termination of its election
to be taxed as a "real  estate  investment  trust"  will not  prohibit it or any
successor entity (which includes the Trust) from electing to be taxed as a "real
estate investment trust" on or after January 1, 1996.

      The Trust  remains  obligated  under the Tax  Agreement to assume  certain
liabilities  relating to the RPS Tax  Issues.  The Trust  established  a special
committee (the "Special  Committee  regarding RPS Tax Issues")  comprised of the
two  Trustees  who are not  Continuing  Trustees or  otherwise  affiliated  with
Ramco-Gershenson  Properties  Trust to act on behalf of the Trust in  evaluating
the  position of the Trust with  respect to the RPS Tax Issues and to  represent
the Trust with  respect to any claims  asserted by  Ramco-Gershenson  Properties
Trust for  contribution  arising  out of the Closing  Agreement.  On January 21,
2004, the Trust  contributed  $2,200,091 in respect of the  deficiency  dividend
required  to be paid  pursuant to the  Closing  Agreement.  On June 10, 2004 the
Trust paid  $1,803,235 in respect of the tax and interest on the tax pursuant to
the Closing Agreement.  The Trust will be obligated to make additional  payments
with respect to the RPS Tax Issues and the Closing  Agreement as a result of its
obligations  under the Tax  Agreement.  In the event the Trust is presented with
further  requests or claims for payment or  reimbursement  arising in connection
with  the RPS Tax  Issues  and the  Closing  Agreement,  the  Special  Committee
regarding RPS Tax Issues will evaluate the Trust's  further  obligations  at the
time of its  receipt of any such claim or  request.  The Trust does not  however
expect the amounts claimed or requested to exceed approximately $3,300,000.

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

      Apart from  transferring the  responsibility  of the Trust's appeal of the
examination report to the IRS appeals office having  jurisdiction for this case,
no action has yet been taken by the


                                       5

<PAGE>

IRS with  respect to the Trust's  Protest to the  disallowances  proposed in the
examination  report  issued to the Trust.  The  outcome of the Trust  Protest is
uncertain  and the impact of the  resolution  could be material to the financial
statements; however, the Trust anticipates that the outcome will be favorable to
the Trust.

INDEMNIFICATION AGREEMENT WITH KIMCO REALTY CORPORATION

      On March 28, 2005,  the Trust  entered into an  Indemnification  Agreement
(the  "Indemnification  Agreement")  with  Kimco  Realty  Corporation  ("Kimco")
pursuant to which the Trust has agreed to allow  Kimco to conduct due  diligence
on the Hylan  Center.  The  indemnification  agreement is being  entered into in
connection  with  Kimco's  bid to acquire  the Hylan  Center  from the trust and
further  provides  that  commencing  on March 28, 2005 and for a period of forty
five (45) days thereafter,  neither the Trust nor any of its  representatives or
agents  will engage in  negotiations  or  discussions  with any party other than
Kimco for the sale of the capital  stock or assets of the Trust,  including  the
sale of the Hylan  Center.  While the Trust  and  Kimco  have  entered  into the
Indemnification  Agreement,  the  Trust has not as of the date  hereof  accepted
Kimco's  offer to purchase the Hylan  Center;  therefore,  there is no assurance
that  Kimco and the Trust  will enter  into a  definitive  agreement  in respect
thereto.

SEGMENT INFORMATION

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

ITEM 2.  PROPERTIES.

      The Trust  leases  approximately  4,100 square feet of office space at 747
Third  Avenue,  New  York,  New York at an  annual  base  rent of  approximately
$264,000.  This lease will expire on October 31, 2005.  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 2004.


                                       6



<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, 2004 and 2003.

                                                        HIGH           LOW

First Quarter 2003                                     $11.10         $ 9.75

Second Quarter 2003                                    $12.61          $9.75

Third Quarter 2003                                     $14.00         $10.81

Fourth Quarter 2003                                    $16.94         $11.99

First Quarter 2004                                     $18.30         $15.00

Second Quarter 2004                                    $21.00         $15.54

Third Quarter 2004                                     $17.30         $16.22

Fourth Quarter 2004                                    $18.11         $16.55


(b) APPROXIMATE NUMBER OF EQUITY SECURITY HOLDERS

                                                            Approximate Number
                                                            of Record Holders
Title of Class                                             (As of March 7, 2005)
--------------                                               ---------------
Shares of beneficial interest, $.01 par value                     1,980


(c) DIVIDEND INFORMATION

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

      The  Trust  paid  distributions  of $.41,  $.46 and $.62 per share for the
years ended December 31, 2004, 2003 and 2002  respectively.  Such  distributions
represent  ordinary income for income tax purposes.  In addition in May 2004 the
Trust paid a return of capital of $3.25 per share.


                                       7

<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>
ATLANTIC REALTY TRUST                       12/31/04     12/31/03     12/31/02     12/31/01     12/31/00
                                            --------     --------     --------     --------     --------
Statement of Net Assets
In Liquidation:
<S>                                      <C>          <C>          <C>          <C>          <C>
     Total Assets                        $89,273,922  $67,607,443  $66,876,929  $63,286,177  $62,691,522
     Total Liabilities                    $8,600,164  $12,547,752   $4,971,363   $5,430,048   $4,545,181
     Net Assets in Liquidation           $80,673,758  $55,059,691  $61,905,566  $57,856,129  $58,146,371

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

          Distributions                  (13,035,333)  (1,638,314)  (2,208,163)  (2,706,780)  (3,062,936)
          Paid
Adjustments to Reflect Liquidation
Basis of Accounting                       38,649,400   (5,207,561)   6,257,600    2,416,538    3,777,618
Net Change in Net Assets in Liquidation  $25,614,067  $(6,845,875)  $4,049,437    $(290,242)    $714,682
</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 had not
been  settled  within such time and the Trust Audit has not been  satisfactorily
resolved, the Trust has continued its business beyond such period.  Although the
Trust  considers  its  assumptions  and estimates as to the values and timing of
such  liquidations to be reasonable,  the period of time to liquidate the assets
and distribute  the proceeds of such assets is subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond  the  Trust's  control.  There can be no  assurance  that the net  values
ultimately  realized  and  costs  actually  incurred  for such  assets  will not
materially differ from the Trust's  estimate.  The Trust does not intend to make
new loans or  actively  engage in either the  mortgage  lending or the  property
acquisition business.

      The  Trust  believes  that  cash and cash  equivalents  on hand,  proceeds
generated  by the real  estate  property  that it owns and  operates  (the Hylan
Center) and proceeds  from the eventual sale of such property will be sufficient
to support the Trust and meet its  obligations.  As of December  31,  2004,  the
Trust had approximately $7,852,000 in cash and short-term investments.

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

RESULTS OF OPERATIONS


                                       8


<PAGE>

PERIOD FROM JANUARY 1, 2002 TO DECEMBER  31,  2002,  JANUARY 1, 2003 TO DECEMBER
31, 2003 AND JANUARY 1, 2004 TO DECEMBER 31, 2004.

      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, 2004, 2003 and 2002 was approximately $1,580,000,  $2,187,000 and $2,701,000
respectively.  The increase in net assets in liquidation in 2004 is based on the
recent  re-valuation  of  the  Hylan  Center.  The  decrease  in net  assets  in
liquidation  during 2003 is primarily due to the Trust's  accrual of a liability
of approximately $7,400,000 to Ramco-Gershenson  Properties Trust with regard to
the  settlement of the RPS Tax Issues,  including  obligations  arising from the
Closing Agreement.

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

      As of December 31, 2004,  the Trust has  approximately  $7,852,000 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.

ITEM 9A. CONTROLS AND PROCEDURES

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

ITEM 9B. OTHER INFORMATION


                                       9

<PAGE>


      None.


                                       10



<PAGE>


                                    PART III


ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

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

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

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

NAME                      AGE      OFFICES AND POSITIONS

Joel M. Pashcow*          62       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         72       Consultant in real estate  financings.  Until
                                   May,  30,  2003,  Mr.  Glickman had served as
                                   Executive  Vice  President  of Capital  Lease
                                   Funding   Corp.,   a   company   engaged   in
                                   commercial   real   estate   lending,   since
                                   January  1995.  Prior to  that,  Mr. Glickman
                                   was  President of the Glickman  Organization,
                                   Inc.   ("Glickman")   from  January  1992  to
                                   December   1994.   Glickman   conducted  real
                                   estate  investment  consulting  services  and
                                   real  estate  financial  services,  including
                                   mortgage brokerage,  arranging joint ventures
                                   and   equity   financing.   Prior   to  that,
                                   Mr. Glickman  was  Chairman of the  Executive
                                   Committee of Schoenfeld  Glickman  Maloy Inc.
                                   from  May  1989,  which  is  a  company  that
                                   conducted  real  estate  financial  services,
                                   including   mortgage   brokerage,   arranging
                                   joint  ventures  and equity  financing.  Also
                                   served   successively   as   Executive   Vice
                                   President,  President  and Vice  Chairman  of
                                   Sybedon  Corporation from 1977 to 1993, which
                                   is  a  company  that  conducted  real  estate
                                   financial   services,    including   mortgage
                                   brokerage,   arranging


                                       11


<PAGE>

NAME                      AGE      OFFICES AND POSITIONS

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

Stephen R.  Blank*        59       Senior  Fellow,  Finance  of the  Urban  Land
                                   Institute  ("ULI").   Mr.  Blank  is  also  a
                                   director of, MFA Mortgage Investments,  Inc.,
                                   a New York Stock  Exchange-listed  REIT, West
                                   Coast  Hospitality  Corporation,  a New  York
                                   Stock  Exchange-listed  corporation  and  BNP
                                   Residential  Trust,  Inc., an American  Stock
                                   Exchange-listed  REIT  and a  member  of  the
                                   Board of Advisors of Paloma LLC,  the General
                                   Partner    of   Simpson    Housing    Limited
                                   Partnership.  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.  Mr. Blank
                                   is  also  a   trustee   of   Ramco-Gershenson
                                   Properties  Trust  (formerly named RPS Realty
                                   Trust).

Edward  Blumenfeld        64       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*      62       Managing  Director of  Corporation  Solutions
                                   Group  since  January   2000.   President  of
                                   Manhattan  Associates,  LLC, a  merchant  and
                                   investment banking firm from February 1994 to
                                   December 1999.  Prior to that,  Mr.  Goldberg
                                   was  Chairman  of  Reich  &  Company,   Inc.,
                                   (formerly   Vantage   Services,    Inc.),   a
                                   securities brokerage and investment brokerage
                                   firm, from January 1990 to December 1993. Mr.
                                   Goldberg   was    employed   by    Integrated
                                   Resources,   Inc.   from  its   inception  in
                                   December 1968, as President and Chief


                                       12


<PAGE>


NAME                      AGE      OFFICES AND POSITIONS


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

William A. Rosoff         61       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 was a fellow  of the  American
                                   College of Tax Counsel.  Mr.  Rosoff earned a
                                   B.S.   degree   with   honors   from   Temple
                                   University  in 1964,  and  earned  an  L.L.B.
                                   magna  cum  laude  from  the   University  of
                                   Pennsylvania Law School in 1967.

Edwin R. Frankel          59       Since the inception of the Trust in May 1996,
                                   Mr.  Frankel has served as its Executive Vice
                                   President, Chief Financial Officer, Secretary
                                   and  Principal   Financial   and   Accounting
                                   Officer.  From  1988  to  1992,  Mr.  Frankel
                                   served as Vice President and Chief  Financial
                                   Officer  of RPS  and  from  1992  to  1996 as
                                   Senior  Vice   President,   Chief   Financial
                                   Officer and Treasurer of RPS.

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


                                       13



<PAGE>

COMMITTEES OF THE BOARD OF TRUSTEES

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

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

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

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

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
$196,000 per annum pursuant to an employment  contract  entered into between the
Trust and Mr. Frankel on June 11, 1998, as more fully described below.


                                       14


<PAGE>


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                       ANNUAL COMPENSATION       LONG TERM
                                                                COMPENSATION

NAME AND                                                              RESTRICTED   SECURITIES       PAYOUT
PRINCIPAL                                            OTHER ANNUAL       STOCK      UNDERLYING        LTIP
POSITION             YEAR    SALARY($)    BONUS($)    COMPENSATION($)  AWARDS($)  OPTIONS/SARS($)  PAYOUTS($)
<S>                  <C>     <C>          <C>        <C>              <C>         <C>              <C>
Edwin R. Frankel*
   Executive Vice
  President,Chief    2002    175,638      15,250       13,900*
Financial Officer    2003    180,907      15,250       14,400*
              and
        Secretary    2004    187,156      15,250       14,400*

Stanley Rappoport

                     2002    124,423
                     2003    127,885     75,000
                     2004    147,440     65,000
</TABLE>

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

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

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

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

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


                                       15


<PAGE>

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 2004, 2003 and 2002,  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.

      On March 24, 2004, the Trust entered into a  Reimbursement  Agreement with
Joel M. Pashcow  pursuant to which the Trust agreed to reimburse Mr. Pashcow for
all reasonable fees and expenses,  including the reasonable fees and expenses of
accountants  and legal counsel,  incurred in connection with any personal income
tax  audit to which he may  become  subject  solely  as a result  of his being a
member  of the  Board of  Trustees  of the  Trust  and a member  of the Board of
Trustees  of  Ramco-Gershenson   Properties  Trust.  The  maximum  reimbursement
commitment  of the Trust is  $50,000  per  fiscal  year  during the term of such
Reimbursement Agreement.

      On March 24, 2004, the Trust also entered into a  Reimbursement  Agreement
with Arthur H.  Goldberg  pursuant to which the Trust  agreed to  reimburse  Mr.
Goldberg for all reasonable fees and expenses, including the reasonable fees and
expenses of  accountants  and legal  counsel,  incurred in  connection  with any
personal  income tax audit to which he may become  subject solely as a result of
his  being a member of the  Board of  Trustees  of the Trust and a member of the
Board  of   Trustees  of   Ramco-Gershenson   Properties   Trust.   The  maximum
reimbursement commitment of the Trust is $50,000 per fiscal year during the term
of such Reimbursement Agreement.

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

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

<TABLE>
<CAPTION>
                                                             Amount and
                                                             Nature of
                                  Name and Address of        Beneficial       Percent of
   Title of Class                   Beneficial Owner         Ownership          Class
   --------------                   ----------------         ---------          -----

<S>                     <C>                                   <C>                 <C>
Shares of beneficial    Kensington Investment Group, Inc.     191,422(1)          5.37%
interest                4 Orinda Way
$.01 par value          Suite 200C
                        Orinda, CA 94563

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

Shares of beneficial    Kimco Realty Corporation            1,317,787(3)         37.0%
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 January 10, 2005.
(2)    Based upon Schedule 13G filing with the Securities and Exchange
       Commission, filed on February 11, 2005.
(3)    Based upon Schedule 13D/A filing with the Securities and Exchange
       Commission filed February 18, 2005.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.


                                       16


<PAGE>

      Set forth below is information as to the Shares  beneficially  owned as of
March 18, 2005 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     Percent Of Class
Executive Officer                                            Beneficially(1)  ----------------
------------------                                           ---------------
<S>                                                               <C>              <C>
Joel M. Pashcow                                                   94,154(2)        2.64%
Arthur H. Goldberg                                                24,487(3)           *
William A. Rosoff                                                    125              *
Stephen R. Blank                                                     987(4)           *
Edward Blumenfeld                                                    125              *
Edwin J. Glickman                                                 10,531              *
Edwin R. Frankel                                                       0              *
All Trustees and Executive  Officers as a group (7 persons)      130,409           3.66%
</TABLE>

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

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Information  relating to Principal  Accountant  Fees and Services  will be
contained  in  a  definitive  Proxy  Statement  under  the  caption   "Principal
Accountant Fees and Services" which the Registrant will file with the Securities
and Exchange Commission pursuant to Regulation 14A under the Securities Exchange
Act of 1934  not  later  than  120  days  after  December  31,  2004,  and  such
information is incorporated herein by reference.

                                    PART IV

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

Financial Statements, Schedules and Exhibits


                                       17


<PAGE>

(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.


                                       18


<PAGE>


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE

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

Report of Independent Registered Accounting Firm.............................F-2
Consolidated Statements of Net Assets in Liquidation as of
     December 31, 2004 and 2003..............................................F-3
Consolidated Statements of Changes in Net Assets in Liquidation for
     the Years Ended December 31, 2004, 2003 and 2002........................F-4
Notes to Consolidated Financial Statements................................F-5-10


                                      F-1


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of
Atlantic Realty Trust

We have  audited  the  accompanying  consolidated  statements  of net  assets in
liquidation of Atlantic Realty Trust and subsidiary (the "Trust") as of December
31, 2004 and 2003,  and the related  consolidated  statements  of changes in net
assets in  liquidation  for each of the three years in the period ended December
31, 2004. 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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are  free of  material  misstatement.  The  Trust  is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are  appropriate in the  circumstances  but not for the purpose of expressing an
opinion on the  effectiveness  of the Trust's  internal  control over  financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the net assets in liquidation of Atlantic  Realty Trust and
subsidiary  as of December 31, 2004 and 2003 and the changes in their net assets
in liquidation for each of the three years in the period ended December 31, 2004
in conformity with accounting principles generally accepted in the United States
of America on the basis described in the preceding paragraph.

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

/s/ DELOITTE & TOUCHE LLP


  ------------------------
  MARCH 24, 2005
  ------------------------
  New York, New York
  New York, New York


                                      F-2


<PAGE>


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

                                    December 31,     December 31,
                                        2004             2003
                                        ----             ----
ASSETS:

Investment in real estate........   $81,319,000      $44,144,250
Cash and short-term investments..     7,852,922       23,198,093
Other assets                            102,000          265,100
                                  ---------------- -------------
        Total assets.............    89,273,922       67,607,443
                                  ---------------- -------------

LIABILITIES:

Estimated costs of liquidation...     8,600,164       12,547,752
                                  ---------------- -------------
Net assets in liquidation........   $80,673,758      $55,059,691
                                  ---------------- -------------



                 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   FOR THE YEAR   FOR THE YEAR
                                              ENDED          ENDED          ENDED
                                           DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                               2004           2003           2002
                                          -------------- -------------- -------------

<S>                                        <C>            <C>             <C>
Net assets in liquidation, beginning
    of period...........................   $55,059,691    $61,905,566     $57,856,129
Distributions paid                         (13,035,333)    (1,638,314)     (2,208,163)
Adjustments to reflect liquidation
    basis of accounting.................    38,649,400     (5,207,561)      6,257,600
Net assets in liquidation,
    end of period.......................   $80,673,758    $55,059,691     $61,905,566
</TABLE>


                 See notes to consolidated financial statements.


                                      F-4


<PAGE>


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

1.    ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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


                                      F-5


<PAGE>


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

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

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

2.    INVESTMENT IN REAL ESTATE

                                            ESTIMATED NET REALIZED VALUE(a)(b)
PROPERTY               LOCATION                 DECEMBER 31,        DECEMBER 31,
                                                  2004                  2003
                                          ----------------       ---------------
Hylan Shopping Center  Staten Island, NY      $81,319,000          $44,144,250

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

(a)    Includes  estimated  cash flows using a disposition  period of six months
       and nine months for the years ended  December  31, 2004 and  December 31,
       2003,  respectively.  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, 2004 and December 31, 2003 are as follows:

                                               2004                   2003
                                               ----                   ----
Rental income.....................         $4,669,152             $4,579,713
Expense reimbursements............          2,529,747              2,194,211
Interest from short-term investments          125,023                267,868
Other.............................              2,376                  3,004
                                      -------------------- ---------------------
                                            7,326,298              7,044,796
                                      -------------------- ---------------------
Operating property expenses.......          3,118,759              2,989,906
Depreciation......................            344,067                348,831
General and administrative........          2,432,697              2,125,909
                                      -------------------- ---------------------
                                            5,895,523              5,464,646
                                      -------------------- ---------------------
Net income........................         $1,430,775             $1,580,150

3.    SHARES OUTSTANDING

      The weighted  average number of common shares  outstanding for each of the
periods ended December 31, 2004, 2003, and 2002 was 3,561,553.

4.    CASH AND SHORT-TERM INVESTMENTS

      Cash and  short-term  investments  at December 31, 2004 and 2003,  consist
primarily of  certificates of deposit at a major New York bank of $7,300,000 and
$22,500,000, respectively, purchased with original maturities of three months or
less, bearing interest at a fixed rate of 1.25% and 1.09%, respectively.


                                      F-6


<PAGE>


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

5.    OTHER ASSETS

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

6.    INCOME TAXES

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

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

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


                                      F-7


<PAGE>

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

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

      The Trust  remains  obligated  under the Tax  Agreement to assume  certain
liabilities  relating to the RPS Tax  Issues.  The Trust  established  a special
committee (the "Special  Committee  regarding RPS Tax Issues")  comprised of the
two  Trustees  who are not  Continuing  Trustees or  otherwise  affiliated  with
Ramco-Gershenson  Properties  Trust to act on behalf of the Trust in  evaluating
the  position of the Trust with  respect to the RPS Tax Issues and to  represent
the Trust with  respect to any claims  asserted by  Ramco-Gershenson  Properties
Trust for  contribution  arising  out of the Closing  Agreement.  On January 21,
2004, the Trust  contributed  $2,200,091 in respect of the  deficiency  dividend
required  to be paid  pursuant to the  Closing  Agreement.  On June 10, 2004 the
Trust paid  $1,803,235 in respect of the tax and interest on the tax pursuant to
the Closing Agreement.  The Trust will be obligated to make additional  payments
with respect to the RPS Tax Issues and the Closing  Agreement as a result of its
obligations  under the Tax  Agreement.  In the event the Trust is presented with
further  requests or claims for payment or  reimbursement  arising in connection
with  the RPS Tax  Issues  and the  Closing  Agreement,  the  Special  Committee
regarding RPS Tax Issues will evaluate the Trust's  further  obligations  at the
time of its  receipt of any such claim or  request.  The Trust does not  however
expect the amounts claimed or requested to exceed approximately $3,300,000.

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

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


                                      F-8


<PAGE>

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


7.    DIVIDENDS/DISTRIBUTIONS TO SHAREHOLDERS

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

     Record Date                 Distribution                Payment
     -----------                 ------------                -------

December 20, 2004               $.41 per share          December 29, 2004
May 10, 2004                   $3.25 per share          May 20, 2004
December 18, 2003               $.46 per share          December 29, 2003
December 15, 2002               $.62 per share          December 27, 2002

The distributions listed in the table above represent ordinary income for income
tax purposes,  except for the $3.25 per share distribution which was a return of
capital.

8.    COMMITMENTS

      The Trust  leases  approximately  4,100 square feet of office space at 747
Third  Avenue,  New  York,  New York at an  annual  base  rent of  approximately
$264,000. This lease will expire on October 31, 2005.

9.    SUBSEQUENT EVENTS

      On March 28, 2005,  the Trust  entered into an  Indemnification  Agreement
(the  "Indemnification  Agreement")  with  Kimco  Realty  Corporation  ("Kimco")
pursuant to which the Trust has agreed to allow  Kimco to conduct due  diligence
on the Hylan  Center.  The  indemnification  agreement is being  entered into in
connection  with  Kimco's  bid to acquire  the Hylan  Center  from the trust and
further  provides  that  commencing  on March 28, 2005 and for a period of forty
five (45) days thereafter,  neither the Trust nor any of its  representatives or
agents  will engage in  negotiations  or  discussions  with any party other than
Kimco for the sale of the capital  stock or assets of the Trust,  including  the
sale of the Hylan  Center.  While the Trust  and  Kimco  have  entered  into the
Indemnification  Agreement,  the  Trust has not as of the date  hereof  accepted
Kimco's  offer to purchase the Hylan  Center;  therefore,  there is no assurance
that  Kimco and the Trust  will enter  into a  definitive  agreement  in respect
thereto.


                                      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 29th day of
March, 2005.

                                   ATLANTIC REALTY TRUST

Date:  March 29th, 2005            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
---------                   -----                                 ----


---------------------
Joel M. Pashcow             President  and  Chairman of      March 29, 2005
                            the Board

---------------------       Executive Vice President,        March 29, 2005
Edwin R. Frankel            Chief Financial Officer,
                            Secretary and Principal
                            Financial and Accounting
                            Officer

---------------------       Trustee                          March 29, 2005
Edwin J. Glickman


---------------------       Trustee                          March 29, 2005
Stephen R. Blank


---------------------       Trustee                          March 29, 2005
Edward Blumenfeld


---------------------       Trustee                          March 29, 2005
Arthur H. Goldberg


---------------------
William A. Rosoff           Trustee                          March 29, 2005


<PAGE>


                                  EXHIBIT INDEX

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

EXHIBIT NO.    DESCRIPTION

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

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

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

    10.9       Standstill Agreement,  dated as of January 27, 2004, by and among
               Atlantic  Realty  Trust,  on the one hand,  and High Rise Capital
               Management,  L.P.,  High Rise Capital  Advisors,  L.L.C.,  Bridge
               Realty  Advisors,  L.L.C.,  Zankel  Management GP, L.L.C.,  Cedar
               Bridge Realty Fund, L.P., Cedar Bridge  Institutional Fund, L.P.,
               a Delaware limited  partnership  Arthur Zankel and David O'Connor
               on the  other  hand. (Filed as an  exhibit  to Form  8-K  filed
               January 27, 2004, File No. 0-27562.)

    10.10      Reimbursement  Agreement,  dated  as of  March  24,  2004  by and
               between Atlantic Realty Trust and Joel M. Pashcow.

    10.11      Reimbursement  Agreement,  dated  as of  March  24,  2004  by and
               between Atlantic Realty Trust and Arthur H. Goldberg.

    10.12      Indemnification  Agreement,  dated as of March 28,  2005,  by and
               between Atlantic Realty Trust and Kimco Realty Corporation.

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

I, Edwin R. Frankel, certify that:

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

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

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

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

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

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

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

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

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


<PAGE>


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

Date: March 29, 2005                    /s/Edwin R. Frankel
                                        -----------------------------------
                                        Name:  Edwin R. Frankel
                                        Title  Executive Vice President,
                                               Chief Financial Officer
                                               and Secretary
                                               (Principal Financial and
                                               Accounting Officer)


<PAGE>


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

I, Joel M. Pashcow, certify that:

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

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

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

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

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

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

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

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

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


<PAGE>


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

Date: March 29, 2005                /s/Joel M. Pashcow
                                    -----------------------------------
                                    Name:  Joel M. Pashcow
                                    Title: Chairman and President
                                           (Principal Executive Officer)


<PAGE>


Exhibit 99.1
To Atlantic Realty Trust
Report on Form 10-K
December 31, 2004

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

The   undersigned,   Chairman  and  President  of  Atlantic  Realty  Trust  (the
"Company"), hereby certifies, to the best of my knowledge, that the Form 10-K of
the Company for the fiscal year ended December 31, 2004 (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 29, 2005                   /s/Joel M. Pashcow
                                       -----------------------------------
                                       Name:  Joel M. Pashcow
                                       Title: Chairman and President
                                              (Principal Executive Officer)



<PAGE>


Exhibit 99.2
To Atlantic Realty Trust
Report on Form 10-K
December 31, 2004

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

The undersigned, Executive Vice President, Chief Financial Officer and Secretary
of Atlantic Realty Trust (the "Company"),  hereby  certifies,  to the best of my
knowledge,  that the Form 10-K of the Company for the fiscal year ended December
31, 2004 (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 29, 2005                   /s/Edwin R. Frankel
                                       -----------------------------------
                                       Name:   Edwin R. Frankel
                                       Title:  Executive Vice President
                                               Chief Financial Officer
                                               and Secretary
                                               (Principal Financial and
                                               Accounting Officer)