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, 1999
                          ------------------------------------------------------

                                       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)

928534.4
<PAGE>

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

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

         Aggregate  market value of the Shares of  Beneficial  Interest  held by
non-affiliates   of  the   registrant  as  of  March  14,  2000:   approximately
$24,513,962.

         Approximately 3,561,553 Shares of Beneficial Interest of the Registrant
were outstanding as of March 14, 2000.


928534.4

<PAGE>



                                                 TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                               Page

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

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

PART III ........................................................................................................10
         10.  Directors and Executive Officers of the Registrant.................................................10
         11.  Executive Compensation.............................................................................13
         12.  Security Ownership of Certain Beneficial Owners and Management.....................................15
         13.  Certain Relationships and Related Transactions.....................................................17

PART IV  ........................................................................................................18
         14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K...................................18
</TABLE>


928534.4

<PAGE>



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

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


928534.4

<PAGE>



                                     PART I

Item 1.  Business.

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

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

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

         As a result of the Spin-Off  Transaction,  the Trust acquired the Trust
Assets.  The  Trust  Assets  which  have not been  disposed  of by the Trust are
described  below under "--  Description of Trust Assets." The Trust's  principal
investment  objective is to maximize shareholder value from the reduction of the
Trust Assets to cash or cash  equivalents.  As part of its plan to liquidate the
Trust Assets to cash or cash equivalents, the Trust intends, among other things,
and subject to the Internal Revenue Service's  ("IRS")  continuing review of its
audit of RPS (as more  fully  described  below  under "-- Tax  Contingency")  to
continue to: (i) contact  strategic  buyers of the Trust's  remaining asset (the
Hylan Plaza  Shopping  Center,  located in Staten  Island,  New York (the "Hylan
Center"))  regarding  possible sales transactions and (ii) list the Hylan Center
for sale with qualified real estate brokers. No assurance can be given, however,
that such  objective  will be achieved.  The Trust expects to continue to invest
the net  proceeds  from sales of the Trust  Assets in  short-term  or  temporary
investments,  such as  certificates  of  deposit,  pass-through  mortgage-backed
certificates,   mortgage   participation   certificates   and   mortgaged-backed
securities (or similar  investment  products),  all or some of which investments
may be guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac.

928534.4
                                        1
<PAGE>



Unless otherwise approved by the shareholders, the Trust does not expect that it
will make new permanent  investments or raise additional  capital.  In addition,
the Trust does not expect to acquire additional mortgage loans or properties.

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

         The Trust was  organized  for the purpose of qualifying as a REIT under
sections  856-860 of the Internal Revenue Code of 1986, as amended (the "Code").
The Trust will elect to qualify as a REIT for the years ended December 31, 1999,
1998 and 1997 and intends to operate so as to continue to qualify as a REIT.

         As of December 31, 1999, the Trust had six employees.

Description of Trust Assets

         As of  December  31,  1999,  the  Trust  owned  and  operated  one real
property,  the Hylan Center and held  short-term  investments  in the  principal
amount of approximately  $22,000,000,  consisting  primarily of a certificate of
deposit at a major New York bank.

Real Property Investment

         The Hylan Plaza Shopping  Center.  At December 31, 1999, the Trust held
an equity  investment in one property,  the Hylan Center . The Hylan Center is a
one-story community shopping center located in Staten Island, New York which was
acquired by the Trust in April,  1996. The Hylan Center  contains  approximately
349,000 square feet of leasable space  approximately 99% of which was leased and
occupied as of December 31, 1999. Major tenants (i.e., tenants who accounted for
10% or more of the leasable space as of December 31, 1999) include K-Mart Corp.,
a department store chain ("K-Mart"),  Supermarkets General Corp. d/b/a Pathmark,
a supermarket chain  ("Pathmark"),  and the Toys "R" Us -- Nytex, Inc., a retail
toy store  chain  ("Toys  "R" Us").  These  three  tenants  lease  approximately
105,000, 55,000 and 42,000 square feet, respectively, which constitutes 30%, 16%
and 12%, respectively, of the total leasable space. The K- Mart lease expires in
January  2002 and  provides  for annual  base rental  payments of  approximately
$235,000;  the  Pathmark  lease  expires in January 2002 and provides for annual
base rental payments of approximately $339,000; and the Toys "R" Us lease, which
was due to expire  in  October  1995,  was  extended  pursuant  to the  tenant's
exercise of a renewal  option and is due to expire in October  2005 and provides
for annual  base rental  payments of  approximately  $90,000.  The K-Mart  lease
contains three 5-year tenant renewal options;

928534.4
                                        2

<PAGE>



the Pathmark lease contains  seven 5-year tenant renewal  options;  and the Toys
"R"  Us  lease  contains  one  10-year  tenant   renewal   option.   Leases  for
approximately  1,481  square feet  expired on or prior to December  31, 1999 and
such  space is  currently  leased  on a month to month  basis,  and  leases  for
approximately  8,468  square feet are due to expire on or prior to December  31,
2000.  The  approximate  base  rental  revenue  as  of  December  31,  1999  was
approximately $3,630,000. The average base rental revenue per leased square foot
as of  December  31,  1999 was  $10.51,  excluding  percentage  rent and similar
provisions.  The Trust believes the property is adequately covered by insurance.
On May 31, 1996 the Trust's  independent  real estate  appraisers  appraised the
value of the property at $27,300,000. As of December 31, 1999, the estimated net
realizable value of the Hylan Center was $37,775,000,  including  estimated cash
flows  using a  disposition  period  of 9 months.  Realized  values  may  differ
depending on actual disposition results and time periods.

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

Qualification as a REIT

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

         The requirements for  qualification as a REIT are contained in Sections
856-860 of the Code and the regulations  promulgated  thereunder.  The following
discussion is a brief summary of some of those  requirements.  Such requirements
include  certain  provisions  relating  to the  nature of a REIT's  assets,  the
sources of its income,  the ownership of its stock,  and the distribution of its
income.  Among other things, at the end of each fiscal quarter,  at least 75% of
the value of the total assets of the Company must consist of real estate  assets
(including interests in mortgage loans secured by real property and interests in
other REITs,  as well as cash, cash items and government  securities)  (the "75%
Asset Test"). There are also certain limitations on the amount of other types of
securities which can be held by a REIT. Additionally,  at least 75% of the gross
income of the Company for the taxable year must be derived from certain sources,
which include "rents from real  property," and interest  secured by mortgages on
real  property.  An  additional  20% of the gross  income of the Company must be
derived from these same sources or from dividends,  interest from any source, or
gains  from  the  sale or  other  disposition  of  stock  or  securities  or any
combination  of the  foregoing.


928534.4
                                        3

<PAGE>



         The  Trust  may  invest  the  proceeds  derived  from the sale or other
disposition of the Trust Assets in pass-through,  mortgage-backed  certificates,
mortgage participation certificates and mortgage-backed  securities, all or some
of which instruments may be guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac.
Such instruments  produce qualifying income for REIT qualification  purposes and
also satisfy the  requirements of the 75% Asset Test. A REIT is also required to
distribute  at least 95% (90% for taxable  years  beginning  after  December 31,
2000) of its REIT Taxable Income (as defined in the Code) to its shareholders.

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, Battle Fowler LLP, rendered
an opinion that RPS'  investment in Treasury Bill repurchase  obligations  would
not adversely affect its REIT status.  However, such opinion is not binding upon
the IRS.

         In connection with the Spin-Off Transaction,  the Trust assumed all tax
liability  arising out of the RPS Tax Issues (other than  liability that relates
to events  occurring or actions  taken by RPS following the date of the Spin-Off
Transaction) pursuant to a tax agreement, dated May 10, 1996, by and between RPS
and the Trust.  Such  agreement  provides  that RPS (now named  Ramco-Gershenson
Properties Trust), under the direction of four trustees,  three of whom are also
trustees  of the Trust  (the  "Continuing  Trustees")  and not the  Trust,  will
control,  conduct  and  effect the  settlement  of any tax  claims  against  RPS
relating to the RPS Tax Issues. Accordingly, the Trust does not have any control
as to the timing of the  resolution  or  disposition  of any such  claims and no
assurance  can be given that the  resolution or  disposition  of any such claims
will be on  terms or  conditions  as  favorable  to the  Trust  as if they  were
resolved  or  disposed of by the Trust.  During the third  quarter of 1999,  the
number of Continuing  Trustees decreased from four to three upon the resignation
of Herbert  Leichtung as a trustee of both RPS and the Trust.  Subsequent to Mr.
Leichtung's resignation,  Robert A. Meister was named as a Continuing Trustee to
fill the  vacancy  on the board of  trustees  of RPS  caused by Mr.  Leichtung's
resignation.

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

         As of December 31, 1999, the Trust has not been required to perform its
indemnity  obligation with respect to the RPS Tax Issues other than with respect
to legal fees and expenses paid in connection with the IRS' ongoing examination.
On March 1, 1999, the IRS revenue agent  conducting the  examination  issued his
examination report (the "Revenue Agent's Report") with respect to the tax issues
in the RPS Tax Audit,  including the RPS Tax Issues.  The Revenue Agent's Report
sets forth a number of positions  which the IRS

928534.4
                                        4

<PAGE>


examining  agent has taken with respect to the RPS Tax Issues for the years that
are  subject to the RPS  Audit,  which  Special  Tax  Counsel to the  Continuing
Trustees  believes are not consistent with applicable law and regulations of the
IRS. One of the positions, the acquisition of assets by RPS that could be viewed
as  nonqualifying  assets for REIT  purposes,  has been addressed in the opinion
letter of counsel  referred to above.  In  addition,  the IRS revenue  agent has
proposed  to  disallow  the  deductions  for bad debts and  certain  other items
claimed by RPS in the years under  examination.  In reaching his conclusion with
respect to the  deduction for bad debts,  the IRS revenue agent has  disregarded
the fact that the values  actually  obtained for the assets  corresponded to the
values  used  by RPS in  determining  its  bad  debt  deductions.  If all of the
positions  taken in the Revenue  Agent's Report were to be sustained,  RPS, with
funds supplied by the Trust, would have to distribute up to approximately  $16.5
million to its  shareholders,  in accordance  with the procedures for deficiency
dividends,  in order to preserve its status as a REIT and could, in addition, be
subject to taxes, interest and penalties up to approximately $28 million through
March 31, 2000. The issuance of the Revenue Agent's Report  constitutes only the
first step in the IRS  administrative  process for determining  whether there is
any  deficiency  in RPS' tax  liability  for the years at issue and any  adverse
determination by the IRS revenue agent is subject to administrative  appeal with
the IRS and, thereafter, to judicial review. As noted above, the Revenue Agent's
Report sets forth a number of positions which Special Tax Counsel to RPS and the
Trust believe are not consistent with applicable law and regulations of the IRS.
The  Trust  has been  informed  that  RPS has  filed  an  administrative  appeal
challenging  the  findings   contained  in  the  Revenue  Agent's  Report.   The
administrative appeal is pending with the IRS.

Segment Information

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

Item 2.  Properties.

         The Trust leases approximately 4,800 square feet of office space at 747
Third  Avenue,  New  York,  New York at an  annual  base  rent of  approximately
$195,000.  This lease will expire on October 31, 2000.  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 1999.



928534.4
                                        5

<PAGE>



                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

(a) Market Information

         The Shares of the Trust have been  included for quotation on the Nasdaq
SmallCap Market under the symbol ATLRS. Set forth below is the range of high and
low bid prices for the shares for each of the  quarters  during the years  ended
December 31, 1998 and 1999.


                                           High                           Low
                                           ----                           ---
First Quarter 1998                       $12.750                       $11.500
Second Quarter 1998                      $12.000                        $6.750
Third Quarter 1998                        $9.625                        $6.750
Fourth Quarter 1998                       $9.000                        $7.250
First Quarter 1999                        $8.500                        $6.250
Second Quarter 1999                       $8.125                        $6.750
Third Quarter 1999                        $8.125                        $6.250
Fourth Quarter 1999                       $7.750                        $7.250

(b) Approximate Number of Equity Security Holders


                                                         Approximate Number
                                                          of Record Holders
Title of Class                                         (As of March 14, 2000)
--------------                                         ----------------------

Shares of beneficial interest, $.01 par value                   3,087

(c) Dividend Information

         Under the Code,  a REIT must meet  certain  qualifications  including a
requirement that it distribute  annually to its shareholders at least 95% of its
REIT Taxable Income (90% for taxable years  beginning  after December 31, 2000).
The Trust has continued the cash distribution policy of the predecessor programs
by making  quarterly  distributions  to its  shareholders  in amounts  such that
annual  distributions equal 100% of REIT Taxable Income,  thereby complying with
the  distribution  requirements  of the federal  income tax laws  applicable  to
REITs. See "Qualification as a REIT" in Item 1 above.

         The Trust  paid a  distribution  of $.28 per  share for the year  ended
December 31, 1999. Such distribution represents ordinary income.

         The Trust did not pay a  distribution  for the years ended
December 31, 1998 and 1997.


928534.4
                                        6

<PAGE>



Item 6.  Selected Financial Data.

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

<TABLE>
<CAPTION>

ATLANTIC REALTY TRUST                          12/31/99         12/31/98        12/31/97         12/31/96         5/10/96
                                               --------         --------        --------         --------         -------
<S>                                          <C>             <C>             <C>              <C>             <C>

Statement of Net Assets
In Liquidation:
         Total Assets                        $61,826,132     $ 60,376,057    $ 56,962,910     $ 51,175,032    $ 54,445,060
         Total Liabilities                     4,394,443        4,164,168       2,914,206        3,559,268       9,580,845
         Net Assets in Liquidation            57,431,689       56,211,889      54,048,704       47,615,764      44,864,215

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

         Distributions Paid                    (997,235)               --              --      (1,389,006)

Adjustments to Reflect Liquidation
Basis of Accounting                            2,217,035        2,163,185       6,432,940        4,140,555
Net Change in net assets in Liquidation        1,219,800        2,163,185       6,432,940        2,751,549
</TABLE>

Item 7.  Management's   Discussion  and  Analysis  of  Financial  Condition  and
         Liquidation Activities.

Capital Resources and Liquidity -- Atlantic Realty Trust

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

         The Trust  believes that cash and cash  equivalents  on hand,  proceeds
generated  by the real  estate  property  that it owns and  operates  (the Hylan
Center) and proceeds  from the eventual sale of such property will be sufficient
to support the Trust and meet its  obligations.  As of December  31,  1999,  the
Trust had approximately $24,000,000 in cash and short-term investments.

         During the first  quarter of 1998,  the Trust  received net proceeds of
approximately  $3,242,000  from  the sale of the  Norgate  Shopping  Center.  At
December 31, 1998 and 1999,  the Trust's  remaining  real property asset was the
Hylan Center.


928534.4
                                        7

<PAGE>



         During the third quarter of 1997,  the Trust  received  proceeds in the
aggregate of approximately  $2,934,500 in connection with the disposition of the
9 North Wabash Building  ($1,045,000)  and the Mt. Morris Commons  mortgage loan
($1,889,500).

         During  the second  quarter of 1997,  the Trust  received  proceeds  of
approximately  $5,284,000  in  connection  with the  disposition  of the  Rector
mortgage loan ($2,422,000) and the Copps Hill Plaza mortgage loan  ($2,862,000).
At December 31, 1997 the Trust owned two retail properties, the Hylan Center and
the Norgate Shopping Center, which was sold by the Trust on February 25, 1998.

Year 2000 Issue

         By the end of 1999,  the Trust had purchased and installed new computer
hardware and software for both its corporate  operations  and for the management
office at the Hylan  Center.  The cost of the Trust's  preparation  for the Year
2000 issue was approximately $32,000, and the Trust does not anticipate material
Year  2000  compliance  costs  in the  future.  The  Trust  has  not,  to  date,
experienced any Year 2000 disruptions in these systems.  The Trust will continue
to  assess  all  of its  internal  systems  for  operational  effectiveness  and
efficiency beyond Year 2000 concerns.

         The Trust  believes  that its  significant  vendors  and tenants at the
Hylan Center are Year 2000  compliant and the Trust has not, to date,  been made
aware that any  significant  vendors or tenants have  suffered any material Year
2000 disruptions in their systems.

         In the event  that the Trust  discovers  Year 2000 or  similar  related
problems in its  internal  systems,  the Trust will  endeavor  to resolve  these
problems by making  modifications  to its systems or purchasing new systems on a
timely basis. Although the Trust is not aware of any material operational issues
associated  with  preparing  its internal  systems for the Year 2000 or material
issues with respect to the adequacy of third party systems, no assurances can be
given  that the Trust  will not  experience  material,  unanticipated,  negative
consequences  and/or  material  costs caused by undetected  errors or defects in
such systems or by the Trust's failure to adequately  prepare for the results of
such errors or  defects,  including  costs of related  litigation,  if any.  The
impact of such  consequences  could have a material  and  adverse  effect on the
Trust's business, financial condition and results of operations.

Results of Operations

Period from January 1, 1997 to December  31,  1997,  January 1, 1998 to December
31, 1998 and January 1, 1999 to December 31, 1999.

         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, 1999 and 1998 was approximately $2,600,000 and $1,400,000 respectively.  For
the 1997 year, the Trust had a loss of approximately $3,000,000.


928534.4
                                        8

<PAGE>



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

         Not applicable.

Item 8.  Financial Statements and Supplementary Data.

         See pages F-1 through F-8, which are included herein.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.

         None.


928534.4
                                        9

<PAGE>



                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.

         The Board of Trustees is composed of eight 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*           57          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          67          Executive Vice President of Capital Lease
                                       Funding  Corp.,  a  company   engaged  in
                                       commercial  real  estate  lending,  since
                                       January 1995. Prior to that, Mr. Glickman
                                       was    President    of    the    Glickman
                                       Organization,   Inc.   ("Glickman")  from
                                       January 1992 to December  1994.  Glickman
                                       conducted    real    estate    investment
                                       consulting   services   and  real  estate
                                       financial  services,  including  mortgage
                                       brokerage,  arranging  joint ventures and
                                       equity  financing.  Prior  to  that,  Mr.
                                       Glickman  was  Chairman of the  Executive
                                       Committee of  Schoenfeld  Glickman  Maloy
                                       Inc.  from May  1989,  which is a company
                                       that  conducted  real  estate   financial
                                       services,  including mortgage  brokerage,
                                       arranging   joint   ventures  and  equity
                                       financing.  Also served  successively  as
                                       Executive Vice  President,  President and
                                       Vice Chairman of Sybedon Corporation from
                                       1977 to  1993,  which is a  company  that
                                       conducted real estate financial services,
                                       including mortgage  brokerage,  arranging
                                       joint ventures and equity  financing.  In
                                       all  positions,  Mr.  Glickman  has  been
                                       engaged   in   real   estate    financial
                                       services,  including mortgage  brokerage,
                                       arranging   joint   ventures  and  equity
                                       financing.



928534.4
                                       10

<PAGE>

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

Stephen R. Blank*          54          Senior Fellow,  Finance of the Urban Land
                                       Institute  ("ULI").  Mr.  Blank is also a
                                       director   of   Cavanaughs    Hospitality
                                       Corporation,    a    New    York    Stock
                                       Exchange-listed      corporation      and
                                       Boddie-Noell    Properties,    Inc.,   an
                                       American  Stock   Exchange-listed   REIT.
                                       Prior to joining  the ULI in  December of
                                       1998, Mr. Blank was a Managing  Director,
                                       Real  Estate  Investment  Banking of CIBC
                                       Oppenheimer Corp.  ("Oppenheimer")  since
                                       November   1,  1993.   Prior  to  joining
                                       Oppenheimer,  Mr.  Blank  was a  Managing
                                       Director,  Real Estate Corporate Finance,
                                       of  Cushman &  Wakefield,  Inc.  for four
                                       years.  Prior  to  that,  Mr.  Blank  was
                                       associated  for ten  years  with  Kidder,
                                       Peabody & Co.  Incorporated as a Managing
                                       Director of the firm's Real Estate Group.
                                       Mr.   Blank   graduated   from   Syracuse
                                       University  in  1967  and was  awarded  a
                                       Masters Degree in Business Administration
                                       (Finance    Concentration)   by   Adelphi
                                       University in 1971. He is a member of the
                                       Urban  Land  Institute  and the  American
                                       Society of Real Estate Counselors.  Since
                                       September  1998,  Mr.  Blank  has been an
                                       adjunct  professor  in  the  Real  Estate
                                       Executive   MBA   Program   at   Columbia
                                       University  Graduate  School of Business.
                                       He has lectured before the Practising Law
                                       Institute,  the New York  University Real
                                       Estate   Institute,    the   Urban   Land
                                       Institute and the  International  Council
                                       of Shopping Centers.  Mr. Blank is also a
                                       trustee  of  Ramco-Gershenson  Properties
                                       Trust (formerly named RPS Realty Trust).

Edward Blumenfeld          59          A  principal  of  Blumenfeld  Development
                                       Group,  Ltd.,  a real estate  development
                                       firm    principally    engaged   in   the
                                       development   of  commercial   properties
                                       since 1978.

Samuel M. Eisenstat        60          Engaged in the  private  practice  of law
                                       for more than five years.  Mr.  Eisenstat
                                       serves as a director  of  various  mutual
                                       funds   managed  by  Sun  America   Asset
                                       Management  and of the North European Oil
                                       Royalty Trust. Mr.  Eisenstat  received a
                                       B.S.  degree  from  New  York  University
                                       School of Commerce in 1961 and  graduated
                                       from New York University School of Law.



928534.4
                                       11

<PAGE>



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

Arthur H. Goldberg*        57          President of Manhattan Associates, LLC, a
                                       merchant  and  investment   banking  firm
                                       since February  1994.  Prior to that, Mr.
                                       Goldberg was Chairman of Reich & Company,
                                       Inc., (formerly Vantage Services,  Inc.),
                                       a  securities  brokerage  and  investment
                                       brokerage  firm,  from  January  1990  to
                                       December 1993. Mr.  Goldberg was employed
                                       by  Integrated  Resources,  Inc. from its
                                       inception in December  1968, as President
                                       and Chief Operating Officer from May 1973
                                       and  as  Chief  Executive   Officer  from
                                       February  1989  until  January  1990.  On
                                       February 13, 1990,  Integrated Resources,
                                       Inc.  filed  a  voluntary   petition  for
                                       reorganization  under  Chapter  11 of the
                                       United  States   Bankruptcy   Code.   Mr.
                                       Goldberg  has been a member of the Bar of
                                       the State of New York since 1967. He is a
                                       graduate of New York University School of
                                       Commerce  and its School of Law.  Trustee
                                       of RPS since 1988. Mr. Goldberg is also a
                                       trustee  of  Ramco-Gershenson  Properties
                                       Trust (formerly named RPS Realty Trust).

William A. Rosoff          56          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 serves 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's   ("ALI")   ongoing   Federal
                                       Income Tax Project;  as a consultant  for
                                       the ALI's  current  study of the Taxation
                                       of Pass-Through  Entities. He is a fellow
                                       of the American College of Tax Counsel.

                                       Mr.  Rosoff  serves  as a  member  of the
                                       Board of  Directors  of the  Philadelphia
                                       Chapter of the American  Jewish  Congress
                                       and is a member of the  Board of  Regents
                                       of  the   Philadelphia   chapter  of  the
                                       American  Technion  Society.  Mr.  Rosoff
                                       earned a B.S.  degree  with  honors  from
                                       Temple  University in 1964, and earned an
                                       L.L.B.   magna   cum   laude   from   the
                                       University of Pennsylvania  Law School in
                                       1967.


928534.4
                                       12

<PAGE>


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

Edwin R. Frankel           54          Since the  inception  of the Trust in May
                                       1996,  Mr.  Frankel  has  served  as  its
                                       Executive Vice President, Chief Financial
                                       Officer,    Secretary    and    Principal
                                       Financial and  Accounting  Officer.  From
                                       1988 to 1992,  Mr. Frankel served as Vice
                                       President and Chief Financial  Officer of
                                       RPS and from 1992 to 1996 as Senior  Vice
                                       President,  Chief  Financial  Officer and
                                       Treasurer of RPS.


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

Committees of the Board of Trustees

         The Audit  Committee of the Board of Trustees (the "Audit  Committee"),
established on October 22, 1997,  consists of three  Trustees,  Messrs.  Blank ,
Goldberg and Glickman. The Audit Committee meets with management and the Trust's
independent accountants to determine the adequacy of internal controls and other
financial reporting matters. On February 10, 2000, Mr. Glickman was appointed as
a third member of the Audit Committee in order for the Trust to be in compliance
with new regulations  promulgated by the Securities and Exchange  Commission and
the NASDAQ Stock Market regarding the size, duties and responsibilities of audit
committees of public companies.

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

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
$163,000 per annum pursuant to an employment  contract  entered into between the
Trust and Mr. Frankel on June 11, 1998, as more fully described below.

928534.4
                                       13

<PAGE>


<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE


                                                               Annual Compensation               Long Term Compensation
                                                               -------------------               ----------------------
                                                                           Restricted
Name and  Principal                                       Other Annual       Stock         Securities Underlying    Payout LTIP
Position                 Year    Salary($)   Bonus($)    Compensation($)    Awards($)         Options/SARs($)        Payouts($)
-------------------      ----    ---------   --------    ---------------   -----------     ---------------------    -----------
<S>                     <C>      <C>           <C>              <C>            <C>                  <C>                  <C>
Edwin R. Frankel*
Executive Vice          1997     100,672**     --               7,122          --                   --                   --
President, Chief        1998     146,634       --               3,762***       --                   --                   --
Financial Officer and   1999     160,735                        4,837***
Secretary
</TABLE>

----------------
*        No other executive officer received compensation in excess of $100,000.
**       Compensation  was $79,040 per annum based on working two days per week,
         plus an amount on a per diem basis at the same rate, for any additional
         time spent working on Trust matters.
***      Includes  approximately  $1,000 in imputed  interest  under the Frankel
         Note (as defined below).

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

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

Trustees

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

         During 1999, Messrs. Edwin Glickman and Edward Blumenfeld each received
fees of  $60,000 in  connection  with  services  they  provided  to the Trust as
Members of the Disposition Committee.

         During 1998, Messrs. Edwin Glickman and Edward Blumenfeld each received
fees of  $64,000 in  connection  with  services  they  provided  to the Trust as
members of the Disposition Committee.

928534.4
                                       14

<PAGE>



         During 1997, Messrs. Edwin Glickman and Edward Blumenfeld each received
fees of  $56,250 in  connection  with  services  they  provided  to the Trust as
members of the Disposition Committee.

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

         As of March 14, 2000,  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        Private Management Group, Inc.,                  698,756(1)                 19.62%
interest                    an investment advisor in a fiduciary
$.01 par value              capacity
                            20 Corporate Park, Suite 400
                            Irvine, CA 92606

Shares of beneficial        Kimco Realty Corporation                         345,498(2)                  9.7%
interest                    3333 New Hyde Park Rd.
$.01 par value              New Hyde Park, NY 11042

Shares of beneficial        Milton Cooper                                    538,179(3)                 15.1%
interest                    c/o Kimco Realty Corporation
$.01 par value              3333 New Hyde Park Rd.
                            New Hyde Park, NY 11042

Shares of beneficial        Gotham Partners, L.P., et al.                    224,011(4)                 6.33%
interest                    110 East 42nd Street, 18th Floor
$.01 par value              New York, NY  10017

Shares of beneficial        Magten Asset Management Corp.                    195,550(5)                  5.5%
interest                    35 East 21st Street
$.01 per share              New York, NY  10010
</TABLE>

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

(1)      Based upon  Schedule  13G/A  filing with the  Securities  and  Exchange
         Commission, filed on January 27, 2000.
(2)      Based upon  Schedule  13D/A  filing with the  Securities  and  Exchange
         Commission, filed on September 24, 1999.
(3)      Based  upon a Schedule  13D filing  with the  Securities  and  Exchange
         Commission,  filed on September 24, 1999 , and information  provided to
         the Trust by Kimco Realty Corporation.  Includes 32,951 shares owned by
         Mr.  Cooper,   which  are  beneficially  owned  with  sole  voting  and
         disposition

928534.4
                                       15

<PAGE>



         power and 505,228  shares for which Kimco  Realty  Services,  Inc.,  of
         which Mr. Cooper owns 60% of the outstanding  voting common stock,  has
         shared voting and disposition power.
(4)      Based upon  Schedule  13G/A  filing with the  Securities  and  Exchange
         Commission,   filed  on  January  14,  2000.  Of  the  224,011   shares
         beneficially  owned by this group,  178,069  shares are solely owned by
         Gotham  Partners,  L.P.,  30,300  shares  are  solely  owned by  Gotham
         International Advisors,  L.L.C. ("Gotham L.L.C.") and 15,642 are solely
         owned  by  Gotham  Partners  III,  L.P.  Gotham  L.L.C.  serves  as the
         investment manager to Gotham Partners International,  Ltd. which has an
         address c/o Goldman Sachs (Cayman) Trust, Limited,  Harbour Centre, 2nd
         Floor, P.O. Box 896, George Town, Grand Cayman, Cayman Islands, British
         West Indies.
(5)      Based upon  Schedule  13G/A  filing with the  Securities  and  Exchange
         Commission,   filed  on  February  14,  2000.  Of  the  195,550  shares
         beneficially  owned,  66,250 shares are owned with shared power to vote
         or direct the vote of such shares and all 195,550 shares are owned with
         shared power to dispose or direct the disposition of such shares.


928534.4
                                       16

<PAGE>



Item 13.  Certain Relationships and Related Transactions.

         Set forth below is information as to the Shares  beneficially  owned as
of  March  14,  2000 by each of the  Trustees,  each of the  executive  officers
included in the Summary Compensation Table set forth in Item 11 and all Trustees
and  executive  officers  as a group,  based on  information  furnished  by each
Trustee and executive officer.

<TABLE>
<CAPTION>

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

<S>                                                                        <C>                       <C>
Joel M. Pashcow                                                            94,154(2)                 2.64%
Arthur H. Goldberg                                                         24,487(3)                   *
William A. Rosoff                                                             125(4)                   *
Stephen R. Blank                                                              981(5)                   *
Edward Blumenfeld                                                                125                   *
Samuel M. Eisenstat                                                         1,125(6)                   *
Edwin J. Glickman                                                                  0                   *
Edwin R. Frankel                                                                   0                   *
All Trustees and  Executive Officers as a group (8 persons)                  120,997                 3.40%
</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  125 shares  held by Mr.  Rosoff as a trustee  for his sister,
         Barbara Rosoff,  pursuant to a trust indenture dated December 30, 1991.
(5)      Includes  706  shares  owned  by trusts for Mr.  Blank's  daughters and
         275 shares held in an IRA account  for the  benefit of Mr.  Blank.  Mr.
         Blank disclaims  beneficial ownership of the shares owned by the trusts
         for his daughters.
(6)      Includes  125 shares held in an IRA account for which Mr. Eisenstat has
         sole voting and investment power.



928534.4
                                       17

<PAGE>



                                     PART IV

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

Financial Statements, Schedules and Exhibits

(a)(1)   Financial Statements
         See pages F-1 through F-8, 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.


928534.4
                                       18

<PAGE>


<TABLE>
<CAPTION>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                                               Page

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

<S>                                                                                                           <C>
Independent Auditors' Report....................................................................................F-2
Consolidated Statements of Net Assets in Liquidation at December 31, 1999 and 1998..............................F-3
Consolidated Statements of Changes in Net Assets in Liquidation for the Years Ended
         December 31, 1999, 1998 and 1997.......................................................................F-4
Notes to Consolidated Financial Statements....................................................................F-5-8
</TABLE>



928534.4
                                       F-1

<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


To the Board of Trustees of
  Atlantic Realty Trust


We have  audited  the  accompanying  consolidated  statements  of net  assets in
liquidation of Atlantic  Realty Trust and  subsidiary  (the "Trust") at December
31, 1999 and 1998,  and the related  consolidated  statements  of changes in net
assets in  liquidation  for each of the three years in the period ended December
31, 1999. 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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

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

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the net assets in liquidation of Atlantic  Realty Trust and
subsidiary  at December 31, 1999 and 1998 and the changes in their net assets in
liquidation for each of the three years in the period ended December 31, 1999 in
conformity with generally accepted accounting  principles on the basis described
in the preceding paragraph.

As discussed in Notes 1 and 5 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/ DELIOTTE & TOUCHE LLP

March 22, 2000



928534.4
                                       F-2

<PAGE>




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

<TABLE>
<CAPTION>

                                                                        December 31, 1999               December 31, 1998
                                                                        -----------------               -----------------
ASSETS:

<S>                                                                        <C>                             <C>
Investments in real estate...........................                      $37,775,000                     $38,625,000
Cash and short-term investments......................                       24,051,132                      21,751,057
                                                                     ------------------------        ------------------------
         Total assets................................                       61,826,132                      60,376,057
                                                                     ------------------------        ------------------------

LIABILITIES:

Estimated costs of liquidation.......................                        4,394,443                       4,164,168
                                                                     ------------------------        ------------------------
         Total liabilities...........................                        4,394,443                       4,164,168
                                                                     ------------------------        ------------------------
Net assets in liquidation............................                      $57,431,689                     $56,211,889
                                                                     ========================        ========================
</TABLE>





                 See notes to consolidated financial statements.



928534.4
                                       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 December           Ended December            Ended December
                                                              31,                      31,                      31,
                                                             1999                     1998                      1997
                                                        --------------           --------------            --------------
<S>                                                        <C>                      <C>                       <C>

Net assets in liquidation, beginning of
period.............................................        $56,211,889              $54,048,704               $47,615,764
Distributions paid.................................          (997,235)                       --                        --
Adjustments to reflect liquidation basis of
Accounting.........................................          2,217,035                2,163,185                 6,432,940
                                                           -----------              -----------               -----------
Net assets in liquidation, end of period...........        $57,431,689              $56,211,889               $54,048,704
                                                           ===========              ===========               ===========
</TABLE>





                 See notes to consolidated financial statements.



928534.4
                                       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,  the mortgage  loan  portfolio  and certain other
assets and liabilities which were transferred to the Trust from 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  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 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 year 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 (See Note 5).  Because the RPS Tax Issues have
not yet been satisfactorily  resolved, the Trust will continue its business past
that  date.  The Trust  cannot  currently  estimate  the  timing  of the  future
satisfactory  resolution  of the RPS Tax  Issues.  Accordingly,  the Trust  will
continue until there is a final determination of these issues.


928534.4
                                       F-5

<PAGE>



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

2.       Investments in Real Estate

<TABLE>
<CAPTION>

                                                                           Estimated Net Realized Value
Property                      Location                              December 31,                  December 31,
                                                                        1999                          1998
                                                                    ------------                  ------------

<S>                           <C>                                    <C>                           <C>
Hylan Shopping Center         Staten Island, NY                      $37,775,000                   $38,625,000
</TABLE>

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

(a)      Includes  estimated  cash  flows  using a  disposition  period  of nine
         months.  Realized  values may differ  depending  on actual  disposition
         results and time periods.
(b)      On February 25, 1998,  the Trust sold the Norgate  Shopping  Center for
         $3,850,000 and received net proceeds of approximately $3,242,000.
(c)      Net income of the Trust for the years ended  December 31, 1999 and 1998
         was  approximately   $2,600,000  and  $1,400,000  respectively  and  is
         included in the adjustments to reflect liquidation basis of accounting.

3.       Shares Outstanding

         The  weighted  average  number of  common  shares  outstanding  for the
periods ended December 31, 1999, 1998, and 1997 was 3,561,553, respectively.

4.       Short-Term Investments

         Short-term investments at December 31, 1999 and 1998, consist primarily
of  Certificates  of  Deposit  at a  major  New  York  bank of  $22,000,000  and
$20,000,000,  respectively, bearing interest at a fixed rate of 5.30% and 4.50%,
respectively.

5.       Income Taxes

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

         During the third  quarter of 1994,  RPS held more than 25% of the value
of its gross assets in overnight Treasury Bill reverse  repurchase  transactions
which the Internal Revenue Service ("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,
Battle  Fowler LLP,  rendered an opinion that RPS'  investment  in Treasury Bill
repurchase obligations would not adversely affect its REIT status. However,

928534.4
                                       F-6

<PAGE>



such opinion is not binding upon the IRS.

         In connection with the Spin-Off Transaction,  the Trust assumed all tax
liability  arising out of the RPS Tax Issues (other than  liability that relates
to events  occurring or actions  taken by RPS following the date of the Spin-Off
Transaction) pursuant to a tax agreement, dated May 10, 1996, by and between RPS
and the Trust.  Such  agreement  provides  that RPS (now named  Ramco-Gershenson
Properties Trust), under the direction of four trustees,  three of whom are also
trustees  of the Trust  (the  "Continuing  Trustees")  and not the  Trust,  will
control,  conduct  and  effect the  settlement  of any tax  claims  against  RPS
relating to the RPS Tax Issues. Accordingly, the Trust does not have any control
as to the timing of the  resolution  or  disposition  of any such  claims and no
assurance  can be given that the  resolution or  disposition  of any such claims
will be on  terms or  conditions  as  favorable  to the  Trust  as if they  were
resolved  or  disposed of by the Trust.  During the third  quarter of 1999,  the
number of Continuing  Trustees decreased from four to three upon the resignation
of Herbert  Leichtung as a trustee of both RPS and the Trust.  Subsequent to Mr.
Leichtung's resignation,  Robert A. Meister was named as a Continuing Trustee to
fill the  vacancy  on the board of  trustees  of RPS  caused by Mr.  Leichtung's
resignation.

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

         As of December 31, 1999, the Trust has not been required to perform its
indemnity  obligation with respect to the RPS Tax Issues other than with respect
to legal fees and expenses paid in connection with the IRS' ongoing examination.
On March 1, 1999, the IRS revenue agent  conducting the  examination  issued his
examination report (the "Revenue Agent's Report") with respect to the tax issues
in the RPS Tax Audit,  including the RPS Tax Issues.  The Revenue Agent's Report
sets forth a number of positions  which the IRS  examining  agent has taken with
respect to the RPS Tax  Issues for the years that are  subject to the RPS Audit,
which Special Tax Counsel to the Continuing Trustees believes are not consistent
with  applicable  law and  regulations  of the IRS.  One of the  positions,  the
acquisition  of assets by RPS that could be viewed as  nonqualifying  assets for
REIT purposes,  has been addressed in the opinion letter of counsel  referred to
above.  In  addition,  the IRS  revenue  agent  has  proposed  to  disallow  the
deductions  for bad debts and certain  other  items  claimed by RPS in the years
under examination.  In reaching his conclusion with respect to the deduction for
bad  debts,  the IRS  revenue  agent has  disregarded  the fact that the  values
actually  obtained  for the assets  corresponded  to the  values  used by RPS in
determining  its bad  debt  deductions.  If all of the  positions  taken  in the
Revenue  Agent's  Report were to be sustained,  RPS, with funds  supplied by the
Trust,  would  have to  distribute  up to  approximately  $16.5  million  to its
shareholders,  in accordance  with the procedures for deficiency  dividends,  in
order to preserve  its status as a REIT and could,  in  addition,  be subject to
taxes,  interest and penalties up to approximately $28 million through March 31,
2000. The issuance of the Revenue Agent's Report constitutes only the first step
in  the  IRS  administrative  process  for  determining  whether  there  is  any
deficiency  in RPS'  tax  liability  for the  years  at  issue  and any  adverse
determination by the IRS revenue agent is subject to administrative  appeal with
the IRS and, thereafter, to judicial review. As noted above, the Revenue Agent's
Report sets forth a number of positions which Special Tax Counsel to RPS and the
Trust believe are not consistent with applicable law and regulations of the IRS.
The  Trust  has been  informed  that  RPS has  filed  an  administrative  appeal
challenging  the  findings   contained  in  the  Revenue  Agent's  Report.   The
administrative appeal is pending with the IRS.

928534.4
                                       F-7

<PAGE>



6.       Dividends/Distributions to Shareholders

         Under  the   Internal   Revenue   Code,   a  REIT  must  meet   certain
qualifications,  including  a  requirement  that it  distribute  annually to its
shareholders at least 95 percent (90% for taxable years beginning after December
31, 2000) of its REIT taxable  income.  The Trust's  policy is to  distribute to
shareholders  all  taxable  income.  There were no  dividends  in 1998 and 1997.
Dividend  distributions  for the year ended  December 31, 1999 are summarized as
follows:


         Record Date             Distribution                  Payment
         -----------             ------------                  -------
      December 15, 1999         $.28 per share            December 28, 1999

7.       Commitments

         The Trust leases approximately 4,800 square feet of office space at 747
Third  Avenue,  New  York,  New York at an  annual  base  rent of  approximately
$195,000. This lease will expire on October 31, 2000.



928534.4
                                       F-8

<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto duly  authorized,  on the 27th day of
March, 2000.

                                  ATLANTIC REALTY TRUST

Date:  March 28, 2000             By: /s/ Joel M. Pashcow
                                      -------------------
                                      Name:  Joel M. Pashcow
                                      Title: President and Chairman of the Board


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

<TABLE>
<CAPTION>

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


<S>                                                  <C>                                            <C>
/s/ Joel M. Pashcow                                  President and Chairman of the                  March 28, 2000
-------------------                                  Board
Joel M. Pashcow

/s/ Edwin R. Frankel                                 Executive Vice President, Chief                March 28, 2000
--------------------                                 Financial Officer, Secretary and
Edwin R. Frankel                                     Principal Financial and
                                                     Accounting Officer


/s/ Edwin J. Glickman                                Trustee                                        March 28, 2000
---------------------
Edwin J. Glickman


/s/ Stephen R. Blank                                 Trustee                                        March 28, 2000
--------------------
Stephen R. Blank


/s/ Edward Blumenfeld                                Trustee                                        March 28, 2000
---------------------
Edward Blumenfeld


/s/ Samuel M. Eisenstat                              Trustee                                        March 28, 2000
-----------------------
Samuel M. Eisenstat
</TABLE>



928534.4


<PAGE>


<TABLE>
<CAPTION>

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

<S>                                                  <C>                                            <C>
                                                     Trustee                                        March 28, 2000
/s/ Arthur H. Goldberg
----------------------
Arthur H. Goldberg

/s/  William A. Rosoff                               Trustee                                        March 28, 2000
----------------------
William A. Rosoff
</TABLE>




928534.4


<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,  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. 000-27198,  Exhibit
                  10.1).

10.6              Amendment  to  Employment  Agreement,  dated as of January 28,
                  2000, by and between the Trust and Edwin R. Frankel.

21.1              Subsidiary of the Registrant

27.1              Financial Data Schedule


928534.4