FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

           [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                       For the period ended March 31, 2000

                         Commission File Number 0-25230

                       FIRST WASHINGTON REALTY TRUST, INC.

             (Exact name of registrant as specified in its charter)



Maryland                                                              52-1879972
--------------------------------------------------------------------------------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               identification no.)



4350 East-West Highway, Suite 400, Bethesda, MD                            20814
--------------------------------------------------------------------------------
   (Address of principal executive offices)                           (Zip code)



Registrant's telephone number, including area code (301) 907-7800
                                                   --------------

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

          Common Stock, $.01 par value, outstanding as of May 12, 2000:

                        10,097,709 Shares of Common Stock


<PAGE>








                       FIRST WASHINGTON REALTY TRUST, INC.
                                    FORM 10-Q

                                      INDEX

Part I:  Financial Information                                              Page
------------------------------                                              ----

Item 1.  Consolidated Balance Sheets as of March 31, 2000
         (unaudited) and December 31, 1999                                   1

         Consolidated Statements of Operations (unaudited)
         for the three months ended March 31, 2000 and 1999                  2

         Consolidated Statements of Cash Flows (unaudited)
         for the three months ended March 31, 2000 and 1999                  3

         Notes to Unaudited Consolidated Financial Statements                4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                 8

Item 3.   Qualitative and Quantitative Disclosures about Market Risk         9


Part II:  Other Information
---------------------------

Item 2.  Recent Sales of Unregistered Equity Securities                     11

Item 4.  Submission of Matters to a Vote of Security Holders                11

Item 6.  Exhibits and Reports on Form 8-K                                   11

Signatures                                                                  12



<PAGE>




              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                    (dollars in thousands except share data)

                                   -----------

                                               March 31,        December 31,
                                                 2000              1999
                                               --------        -------------
                                              (unaudited)

                                     ASSETS

Rental properties:
  Land                                        $ 119,939          $ 119,965
  Buildings and improvements                    496,231            495,031
                                               --------           --------
                                                616,170            614,996
Accumulated depreciation                        (71,340)           (67,029)
                                               --------           --------
Rental properties, net                          544,830            547,967

Cash and equivalents                              7,326              4,332
Tenant receivables, net                          13,162             11,750
Deferred financing costs, net                     5,117              5,137
Other assets                                     14,045             14,107
                                               --------           --------

          Total assets                        $ 584,480          $ 583,293
                                               ========           ========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Mortgage notes payable                      $ 305,071          $ 298,116
  Accounts payable and accrued expenses           9,536             12,350
                                               --------           --------
          Total liabilities                     314,607            310,466

Minority interest                                65,060             66,267

Commitments and contingencies

Stockholders' equity:
  Convertible preferred stock $.01 par value,
    10,000,000 shares authorized, 3,800,000
    shares designated; 2,238,905 and 2,359,202
    issued and outstanding, respectively
    liquidation value of $25.00 per share            22                 24
  Common stock $.01 par value, 90,000,000 shares
    authorized; 10,090,017 and 9,709,670 shares
    issued and outstanding, respectively            100                 97
  Additional paid-in capital                    245,033            245,054
  Accumulated distributions in excess
    of earnings                                 (40,342)           (38,615)
                                               ---------          --------

          Total stockholders' equity            204,813            206,560
                                               ---------          --------

          Total liabilities and
            stockholders' equity              $ 584,480          $ 583,293
                                               ========           ========

        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                        1


<PAGE>



              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                      (in thousands, except per share data)
                                   (unaudited)

                                     -------

                                                       For three months ended
                                                              March 31,
                                                       ======================

                                                        2000              1999
                                                        ----              ----
         Revenues:
              Minimum rents                          $ 17,711         $ 15,976
              Tenant reimbursements                     5,406            4,298
              Percentage rents                            447              381
              Other income                                427              470
                                                     --------         --------
                  Total revenues                       23,991           21,125
                                                     --------         --------

         Expenses:
              Property operating and maintenance        6,070            5,205
              General and administrative                1,216            1,095
              Interest                                  5,821            5,525
              Depreciation and amortization             4,624            4,212
                                                     --------         --------
                  Total expenses                       17,731           16,037
                                                     --------         --------

              Income before income (loss) from
                Management Company, minority
                interest and distributions to
                Preferred Stockholders                  6,260            5,088


              Income (loss) from Management Company      (102)              85
                                                     --------         --------

              Income before minority interest and
                distributions to Preferred
                Stockholders                            6,158            5,173

              Income allocated to minority interest    (1,631)          (1,306)
                                                     --------          -------

              Net income                                4,527            3,867

              Distributions to Preferred Stockholders  (1,367)          (1,410)
                                                      --------        --------

              Net income allocated to Common
                Stockholders                          $ 3,160          $ 2,457
                                                      ========        ========

              Net income per Common Share - Basic     $  0.31          $  0.29
                                                      ========        ========

              Net income per Common Share - Diluted   $  0.31          $  0.28
                                                      ========        ========

              Weighted average Common Shares - Basic   10,043            8,575
                                                      ========        ========

              Weighted average Common Shares -
                Diluted                                10,043            8,649
                                                      ========        ========

              Distributions per share                 $0.4875          $0.4875
                                                      ========        ========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        2


<PAGE>



              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             (Dollars in thousands)
                                   (unaudited)
                                    --------

                                                       For three months ended
                                                              March 31,
                                                       ======================

                                                       2000              1999
                                                       ----              ----

Operating Activities:
 Net Income                                         $ 4,527           $ 3,867
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Income allocated to minority interest             1,631             1,306
    Depreciation and amortization                     4,624             4,212
    Deferred financing costs and loan premiums         (114)             (203)
    Loss recognized on investment in
        Management Company                              222                35
    Compensation paid or payable in Common shares       430               286
    Provision for uncollectible accounts                250               540
    Recognition of deferred rent                       (259)             (319)
    Net changes in:
      Tenant receivables                             (1,404)             (671)
      Other assets                                     (387)              394
      Accounts payable and accrued expenses          (1,431)             (124)
                                                    --------          --------
         Net cash provided by operating activities    8,089             9,323
                                                    --------          --------

Investing Activities:
 Acquisition of rental properties                         -           (10,344)
 Additions to rental properties                      (1,260)           (2,296)
                                                    --------         ---------

         Net cash used in investing activities       (1,260)          (12,640)
                                                    --------         ---------

Financing Activities:
  Proceeds from line of credit                        8,500            16,800
  Proceeds from mortgage notes refinancings          12,325                 -
  Proceeds from exercise of stock options                 -                50
  Repayment of Line of Credit                       (12,000)                -
  Repayment of mortgage notes                        (1,555)           (1,167)
  Additions to deferred financing costs                (181)           (3,311)
  Distributions paid to Preferred Stockholders       (1,367)           (1,410)
  Distributions paid to Common Stockholders          (4,887)           (4,182)
  Distributions paid to minority interest            (2,148)           (2,015)
  Repurchase of Preferred and Common Shares          (2,522)                -
                                                   ---------         ---------
         Net cash provided by (used in)
           financing activities                      (3,835)            4,765
                                                   ---------         ---------

  Net increase in cash and equivalents                2,994             1,448
  Cash and equivalents, beginning of period           4,332             3,163
                                                   ---------         ---------
  Cash and equivalents, end of period               $ 7,326           $ 4,611
                                                   =========         =========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        3


<PAGE>



              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)
                                    ---------




1.   Business

     General

     First Washington  Realty Trust,  Inc. (the "Company") is a fully integrated
real estate  organization with expertise in acquisitions,  property  management,
leasing,   renovation  and   development  of  principally   supermarket-anchored
neighborhood  shopping  centers  that has  elected to be taxed as a real  estate
investment  trust ("REIT")  under the Internal  Revenue Code of 1986, as amended
(the "Code") . The Company owns a portfolio of 62 retail properties (the "Retail
Properties")  containing  a total of  approximately  6.7 million  square feet of
gross leasable area ("GLA") located in the Mid-Atlantic  region and the Chicago,
Illinois and Milwaukee, Wisconsin metropolitan areas.

     The Company currently owns approximately 74.1% of the partnership interests
in First Washington  Realty Limited  Partnership (the "Operating  Partnership").
All of the Company's operations are conducted through the Operating Partnership.
The  Operating  Partnership  owns 43 Properties  directly and 19 Properties  are
owned by lower  tier  entities  in which the  Operating  Partnership  owns a 99%
partnership  interest  and the  Company  (or a  wholly-owned  subsidiary  of the
Company) owns a 1% interest.

     Due to the  Company's  ability,  as the general  partner,  to exercise both
financial and operational control over the Operating Partnership,  the Operating
Partnership is consolidated for financial reporting purposes.  Allocation of net
income to the limited  partners of the Operating  Partnership  is based on their
respective   partnership   interests  and  is  reflected  in  the   accompanying
Consolidated Financial Statements as minority interests. Losses allocable to the
limited  partners  in  excess  of  their  basis  are  allocated  to  the  Common
Stockholders as the limited partners have no requirement to fund losses.

     The Operating  Partnership also owns 100% of the non-voting preferred stock
of First  Washington  Management,  Inc.  ("FWM" or "Management  Company") and is
entitled to 99% of the cash flow from FWM. FWM provides management,  leasing and
related services for the Retail Properties and to third-party clients, including
individual, institutional and corporate property owners.

2.   Summary of Significant Accounting Policies

     Basis of Presentation

     The unaudited interim consolidated  financial statements of the Company are
prepared  pursuant  to  the  Securities  and  Exchange  Commission's  rules  and
regulations  for reporting on Form 10-Q and should be read in  conjunction  with
the financial  statements  and the notes  thereto of the  Company's  1999 Annual
Report to Stockholders.  Accordingly,  certain  disclosures  accompanying annual
financial  statements  prepared in accordance with generally accepted accounting
principles  are  omitted.  In  the  opinion  of  management,   all  adjustments,
consisting   solely  of  normal  recurring   adjustments,   necessary  for  fair
presentation of the  consolidated  financial  statements for the interim periods
have  been  included.  The  current  period's  results  of  operations  are  not
necessarily indicative of results which ultimately may be achieved for the year.

     The consolidated  financial  statements include the accounts of the Company
and its majority  owned  entities,  including  the  Operating  Partnership.  All
significant intercompany balances and transactions have been eliminated.

                                        4


<PAGE>




              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)
                                    ---------




3.   Acquisition of Rental Properties

     There were no  acquisitions  during the first three months of 2000.  During
the first three months of 1999, the Company  acquired one shopping center for an
aggregate cost of approximately $15,184.

     The following unaudited pro forma results of operations are presented as if
the  acquisitions  and sales of the rental  properties  that occurred during the
first  three  months of 1999 had  occurred  on  January 1,  1999.  The  proforma
statements  are  provided  for  information  purposes  only.  They are  based on
historical  information and do not  necessarily  reflect the actual results that
would have occurred nor are they  necessarily  indicative  of future  results of
operations of the Company.

                                                   For the three months ended
                                                            March 31,
                                                    ------------------------
                                                          (unaudited)
                                                                        1999
                                                                        ----

         Pro forma total revenues                                   $ 21,125
                                                                    ========
         Pro forma net income                                       $  2,457
                                                                    ========
         Pro forma earnings per Common Share - Basic                $   0.29
                                                                    ========
         Pro forma earnings per Common Share - Diluted              $   0.28
                                                                    ========

4.   Mortgage Debt

         In January 2000 the Company  obtained  financing  from  Principal  Life
Insurance Company ("Principal") for three separate loans  totaling $12,325.  The
loans are summarized as follows:

                                     Collateral Properties            Amount
                                     ---------------------            ------

                                        Cudahy Center               $  2,215
                                        Racine Centre                  4,585
                                        Whitnall Square                5,525
                                                                    --------
                                                                    $ 12,325

     The loans bear interest at 7.8%,  are amortized over 30 years and mature in
10 years. The loans  are not cross-collateralized  and allow for the  assumption
of each  individual  loan to a qualified  buyer upon sale of the property by the
Company.  The all-in weighted  average  interest rate of the loans will be 7.91%
including the amortization of financing costs. $12,000 of the loan proceeds were
used to pay down the Company's Line of Credit.

5.   Preferred Stock

     Effective  June 1,  1999,  shares of  Convertible  Preferred  Stock  became
convertible  into 1.282051  shares of Common  Stock.  For the three months ended
March 31, 2000, 19,897 shares of Convertible Preferred Stock were converted into
25,509 shares of Common Stock. The Company may redeem the Convertible  Preferred
Stock  commencing July 15, 1999 at a redemption  price of $27.44 per share.  The
redemption  price  reduces  annually  thereafter in stages to $25.00 on July 15,
2004.

                                        5


<PAGE>






              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES


              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)

                                    ---------



6.   Share Buyback Authorization

     In  December  1999,  the  Company's  Board  of  Directors   authorized  the
repurchase of the Company's  Common and Preferred  Shares up to 1,000,000 common
equivalent  shares  (after taking into account the  Preferred  Stock  conversion
ratio).  During the first three months of 2000,  the Company  repurchased  3,100
common shares and 100,400 preferred shares for an aggregate cost of $2,522.  The
repurchases were funded primarily from operating cash flows and borrowings under
the Line of Credit.

7.   Stock and Stock Option Plans

     In January  2000,  under the current  Stock Option Plan the Company  issued
250,000 options each to two executive officers at a strike price of $18.6875 per
share.  The fair value of the options issued are estimated to be $555, as of the
date of the grant,  using a binomial  model with the following  weighted-average
assumptions:  risk-free interest rate of 6.4%, dividend rate of 9.3%, volatility
factors of the expected  market price of the  Company's  shares of 17.5%,  and a
weighted average expected life of the options of 2.8.

     On January 1, 2000, two executive officers received restricted stock grants
of 150,000 each in accordance with their employment agreements

8.   Summary of Noncash Investing and Financing Activities

     Significant noncash  transactions for the three months ended March 31, 2000
and 1999 were as follows:

                                                       2000              1999
                                                       ----              ----

        Liabilities assumed in acquisition of
          rental properties                         $      -         $  3,045
        Common units in the Operating Partnership
          issued in connection with the payoff of
          deferred acquisition liabilities          $  1,344                -
        Increase (decrease) in minority
          interest's ownership of the
          Operating Partnership                     $   (690)        $    104
        Accrued compensation paid through the
            issuance of Common Stock                $  1,032         $  1,116

9.   Business Segments

     The  Company  owns one  property  type  only  (i.e.  neighborhood  shopping
centers).  Resource  allocation,  determination  of  compensation  packages  and
financial  analysis are performed by the Company's  management for each segment.
The Company  measures  performance  of the segments based on total revenues less
property operating and maintenance expenses, as detailed in the following table:

                                        6


<PAGE>



              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                    (dollars in thousands, except share data)
                                    ---------


                                          Retail
                                      Properties      FWM    Other (1)   Total
                                      ----------      ---    ---------   -----

Three months ended March 31, 2000:

Revenues                              $  23,732    $ 1,881  ($ 1,622)  $  23,991
Operating and maintenance expenses        6,070      1,983    (1,983)      6,070
                                     ----------    -------   --------  ---------
Income (loss) from operations         $  17,662   ($   102)  $    361  $  17,921
                                     ==========    ========  ========  =========
Commercial real estate property
 expenditures                         $   1,260    $     -   $      -  $   1,260
                                     ==========    =======   ========  =========
Segment assets at March 31, 2000      $ 584,480    $     -   $      -  $ 584,480
                                     ==========    =======   ========  =========

Three months ended March 31, 1999:

Revenues                              $ 20,806     $ 1,810  ($ 1,491)  $  21,125
Operating and maintenance expenses       5,205       1,725    (1,725)      5,205
                                     ---------     -------  ---------  ---------
Income from operations                $ 15,601     $    85   $    234  $  15,920
                                     =========     =======  =========  =========

Commercial real estate property
 expenditures                         $ 17,404     $     -   $      -  $  17,404
                                     =========     =======   ========  =========
Segment assets at March 31, 1999      $548,912     $     -   $      -  $ 548,912
                                     =========     =======   ========  =========


     The  following  table  reconciles  income from  operations  for  reportable
segments to net income as reported in the Consolidated Statements of Operations.

                                                           Three months ended
                                                                March 31,
                                                           ==================

                                                     2000                1999
                                                     ----                ----

Income from operations for reportable segments   $ 17,921            $ 15,920
General and administrative expenses                (1,216)             (1,095)
Interest expense                                   (5,821)             (5,525)
Depreciation and amortization                      (4,624)             (4,212)
Income allocated to minority interest              (1,631)             (1,306)
Distributions to Preferred Stockholders            (1,367)             (1,410)
Income (loss) from Management Company                (102)                 85
                                                 --------            --------

Net income allocated to Common Stockholders      $  3,160            $  2,457
                                                 ========            ========

(1)  Represents the adjustment for  straight-lining  of rents and reflecting the
     net income from FWM using the equity method of accounting.

10.  Subsequent Events

     On April 14,  2000,  the Board of  Directors  declared  a  distribution  of
$0.4875 and $0.6094 per share of Common Stock and Preferred Stock, respectively,
to shareholders of record as of May 1, 2000, payable on May 15, 2000.



                                        7


<PAGE>



     During May 2000,  the  Company  executed  loan  commitment  letters for the
refinancing  of the two mortgage loans maturing in July 2000. The two loans have
an aggregate balance of approximately $16,900 and are collateralized by Festival
at Woodholme and Stonebrook  Shopping  Centers.  The estimated loan proceeds are
approximately  $20,200.  The  Company  executed  rate lock  agreements  with the
lenders which fix the rate at 8.6% over the terms of the respective  loans.  The
loans will probably  close during June 2000.  Simultaneously  with executing the
rate lock  agreements,  the Company sold its $24,000 forward  interest rate swap
contract for $1,640.  The Company will  recognize the proceeds as a reduction of
interest  expense over the life of the new loans.  After taking into account the
swap  proceeds,  the  weighted  average  interest  rate  on  the  new  loans  is
approximately 7.6%.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

Overview

     The following  discussion  should be read in conjunction with the Financial
Statements  and notes  thereto of the Company  appearing  elsewhere in this Form
10-Q. Dollars are in thousands except per share data.

     Comparison  of the three  months  ended March 31, 2000 to the three  months
ended March 31, 1999.

     For the three  months  ended March 31,  2000,  the net income  allocated to
common  stockholders  increased  by $703 or 28.6% from  $2,457 to  $3,160,  when
compared to the three months ended March 31, 1999, primarily due to increases in
revenues offset by an increase in expenses, income in 1999 versus a loss in 2000
from the Management  Company,  and an increase in the amount of income allocated
to minority interests.

     Total revenues  increased by $2,866 or 13.6%, from $21,125 to $23,991,  due
primarily to an increase in minimum rents of $1,735,  and tenant  reimbursements
of $1,108.  The increases were primarily due to the purchase of Newark  Shopping
Center in August  1999,  Saratoga  Shopping  Center in  October  1999,  Woodmoor
Shopping Center in November 1999, and Westmont  Shopping Center,  Cudahy Center,
Racine  Centre and  Whitnall  Square in December  1999  (collectively  the "1999
Acquisitions"). Total revenues increased by $1,943 due to the 1999 Acquisitions.
This  increase in total  revenues  was due  primarily  to an increase in minimum
rents of $1,404 and tenant  reimbursements of $463. For properties owned for all
of 1999 and 2000, total revenues  increased by $1,019 (4.8%).  This increase was
primarily  due  to  increases  in  minimum  rents  of  $329  (2.1%)  and  tenant
reimbursements of $743 (17.7%). The increases in total revenues were offset by a
decrease of $397 due to the sale of properties during 1999.

     Property  operating and  maintenance  expense  increased by $865, or 16.6%,
from $5,205 to $6,070.  Operating and maintenance expenses increased by $573 due
to the purchase of the 1999  Acquisitions.  For properties owned for all of 1999
and 2000 total  operating  and  maintenance  expense  increased  by $395  (7.8%)
primarily due to an increase in snow removal expenses. Operating and maintenance
expenses  decreased  $103  due to  properties  sold  during  1999.  General  and
administrative  expenses  increased by $121 or 11.1%,  from $1,095 to $1,216 due
primarily to increases in restricted share expense of $142.

     Interest  expense  increased by $296, or 5.4%,  from $5,525 to $5,821,  due
primarily to the increase in borrowings under the Line of Credit  ($14,500),  an
increase  in new and  assumed  mortgage  indebtedness  associated  with the 1999
Acquisitions  ($28,585)  and net  refinancing  proceeds  ($6,183),  offset  by a
decrease in indebtedness  due to the curtailment of mortgage debt ($6,429),  and
the  conversion of the  Debentures to Preferred  Stock  ($25,000).  The weighted
average debt outstanding increased from $284.3 million in 1999 to $298.6 million
in 2000, and the weighted average interest rate remained the same at 7.8%.

     Depreciation  and  amortization  expenses  increased  by $412 or 9.8%  from
$4,212 to $4,624 primarily due to the 1999 Acquisitions.

     Income allocated to minority  interests  increased by $325, or 24.9%,  from
$1,306 to $1,631  due to an  increase  in net  income,  and an  increase  in the
minority interests ownership of the Operating Partnership from 25.3% to 26.5%.

Liquidity and Capital Resources

Indebtedness

     As of March 31,  2000,  the  Company  had total  mortgage  indebtedness  of
approximately $305,100. The mortgage indebtedness is collateralized by 46 of the
properties.  Of the  Company's  indebtedness,  $56,000  (18.4%) is variable rate
indebtedness,  and $249,100  (81.6%) is at a fixed rate. The effective  interest
rates of the  indebtedness  range  from 5.4% to 9.7%,  with a  weighted  average

                                        8

<PAGE>


interest  rate of 7.6%,  and will mature  between  2000 and 2014.  Approximately
27.1% of the Company's  indebtedness will become due by 2001,  requiring balloon
payments of $16,900 in 2000,  and $54,200 in 2001.  From 2000 through 2014,  the
Company will have to  refinance  an  aggregate  of  $250,200.  Since the Company
anticipates that only a small portion of the principal of such indebtedness will
be repaid  prior to  maturity  and the Company  will likely not have  sufficient
funds on hand to repay such  indebtedness,  the Company  will need to  refinance
such indebtedness  through  modification or extension of existing  indebtedness,
additional   debt  financing  or  through  an  additional   offering  of  equity
securities.

     The Company has a  collateralized  revolving Line of Credit of $51,000 with
the Union Bank of  Switzerland  (UBS AG). This line is  collateralized  by seven
properties  (Kenhorst Plaza,  Shoppes of Graylyn,  Watkins Park Plaza, Four Mile
Fork,  Takoma  Park,  Centre Ridge  Marketplace  and Newtown  Square).  The line
matures on January 31, 2001 and loans under this line will bear  interest at the
30-day LIBOR rate plus one percent (1%). As of March 31, 2000, there was $40,500
outstanding  under the Line of Credit.  The Company currently has in place a cap
on 30-day LIBOR in the notional  amount of $40,500,  which limits the  Company's
exposure to an increase in interest  rates.  The cap contract  covers the period
from April 1, 2000  through July 1, 2000.  The cap counter  party is required to
pay to the Company any amount in excess of 6.25%, thereby limiting the Company's
exposure to 30-day LIBOR to a maximum of 6.25%.

Liquidity

     The Company expects to meet its short-term liquidity requirements generally
through its working  capital,  net cash provided by operations  and draws on the
Line of Credit and the leveraging of currently  unencumbered  Retail Properties.
The Company believes that the foregoing  sources of liquidity will be sufficient
to fund liquidity needs through 2001.

     The Company expects to meet certain long-term  liquidity  requirements such
as development, property acquisitions,  scheduled debt maturities,  renovations,
expansions  and  other  non-recurring  capital  improvements  through  long-term
secured  and  unsecured  indebtedness,  including  the  Line of  Credit  and the
issuance of additional  equity and debt securities.  The Company also expects to
use funds available under the Line of Credit to fund  acquisitions,  development
activities and capital improvements on an interim basis.

     The  Company  has  elected  to  qualify  as a REIT for  federal  income tax
purposes  commencing  with its tax year ended December 31, 1994. To qualify as a
REIT, the Company is required,  among other items, to pay  distributions  to its
shareholders of at least 95% of its taxable income.  The Company intends to make
quarterly distributions to its shareholders from operating cash flow.

Item 3.  Qualitative and Quantitative Disclosure about Market Risk

     The  Company  is  exposed  to  certain  financial  market  risks,  the most
predominant being fluctuations in interest rates. Interest rate fluctuations are
monitored  by  management  as an integral  part of the  Company's  overall  risk
management program,  which recognizes the  unpredictability of financial markets
and seeks to reduce the potentially adverse effect on the Company's results. Our
interest rate risk management  objective is to limit the impact of interest rate
changes on earnings and cash flows and to lower our overall  borrowing costs. To
achieve  these  objectives,  from time to time we enter into interest rate hedge
contracts such as swap and cap agreements in order to mitigate our interest rate
risk with  respect to various  debt  instruments.  We do not hold or issue these
derivative contracts for trading or speculative purposes. The effect of interest
rate  fluctuations  historically  has  been  small  relative  to  other  factors
affecting operating results, such as rental rates and occupancy.

     The Company's  operating  results are affected by changes in interest rates
on variable rate borrowings including the Company's Line of Credit facilities as
well as other  mortgages and notes with  variable  interest  rates.  If interest
rates  increased by 100 basis  points,  the Company's  interest  expense for the
three months ended March 31, 2000 would have increased by $131 based on balances
during the three months ending March 31, 2000. The following is a summary of the
Company's long term debt as of March 31, 2000:

                                        9


<PAGE>



                   Expected Maturity Date of Balloon Payments
                   ------------------------------------------

<TABLE>
<S>                             <C>        <C>       <C>        <C>        <C>
                                2000       2001      2002       2003       2004
                                ----       ----      ----       ----       ----

FIXED RATE                   $16,933    $ 7,237   $11,843    $14,927         -
-----------

<C>                      <C>             <C>
                         Total             Fair Value
                         Balloon         of Debt as of
Thereafter               Payments           3/31/00
-----------              --------        --------------

$ 146,639               $ 197,579        $  244,307

</TABLE>


<TABLE>
<S>                      <C>    <C>     <C>    <C>    <C>   <C>         <C>
                                                                        Total
                                                                        Balloon
                         2000   2001    2002   2003   2004  Thereafter  Payments
                         ----   ----    ----   ----   ----  ----------  --------
Average Interest Rate    9.3%   7.4%    7.0%   7.2%    -       7.7%       7.6%

</TABLE>



<TABLE>
<S>                             <C>        <C>       <C>        <C>        <C>
                                2000       2001      2002       2003       2004
                                ----       ----      ----       ----       ----
VARIABLE RATE
-------------

LIBOR-based(1):
 Potomac Plaza (LIBOR
   plus 2.25%)                                                            2,418
 Line of Credit (LIBOR
   plus 1.0%) (2)                        40,500
 Ashburn Farms (LIBOR
   plus 1.5%)                             6,443
                                ----    --------     ----       ----   --------

<C>             <C>
Total             Fair Value
Balloon         of Debt as of
Payments           3/31/00
--------        -------------

 2,418               2,418

40,500              40,500

 6,433               6,433
------              ------

</TABLE>

<TABLE>
<S>                    <C>     <C>     <C>     <C>     <C>   <C>        <C>
                                                                        Total
                                                                        Balloon
                       2000    2001    2002    2003    2004  Thereafter Payments
                       ----    ----    ----    ----    ----  ---------- --------

Total LIBOR-based        -    46,943     -       -    2,418       -       49,361
Tax-exempt:
     Mayfair Shopping                                           3,235      3,235
       Center (3)

Total variable           -    46,943     -       -    2,418     3,235     52,596
    rate debt          ----   ------   ----    ----   -----    -------  --------

Total Debt          $16,933  $54,180 $11,843  $14,927 $2,418  $149,874  $250,175



<C>
  Fair Value
of Debt as of
   3/31/00
--------------
   49,361

    3,235

   52,596
  --------

  296,903

</TABLE>


(1)  At March 31, 2000 the LIBOR rate was 6.13%.

(2)  This  schedule  assumes  that the Line of Credit is repaid at the  maturity
     date.

(3)  The interest rate is determined  weekly at the rate  necessary to produce a
     bid in the process of remarketing the obligation  equal to par plus accrued
     interest.  The Company also pays a 1.5% letter of credit enhancement fee to
     Mellon Bank.

     Currently  the Company has only one interest  rate swap contract in effect.
The notional  amount is $24,000,  the contract period is May 1, 2000 through May
2, 2005.  The Company  pays a fixed rate of 5.85% and  receives the 30-day LIBOR
rate.  As of March 31,  2000,  this swap  contract  has a fair  market  value of
approximately  $1,159. If interest rates increase by 100 basis points,  the fair
market  value of this  interest  rate hedge  contract as of March 31, 2000 would
increase by approximately  $996. If interest rates decrease by 100 basis points,
the fair market value of this interest rate hedge  contract as of March 31, 2000
would  decrease by  approximately  $969. In addition,  we are exposed to certain
losses in the event of non-  performance  by the  counter  party under the hedge
contract.  We expect the counter party, which is a major financial  institution,
to perform  fully under this  contract.  However,  if the counter  party were to
default on their obligations under the interest rate hedge contract, we could be
required to pay the full rates on our debt, even if such rates were in excess of
the rates in the contract.

                                       10


<PAGE>



                                     Part II

OTHER INFORMATION

Item 2.        Recent Sales of Unregistered Equity Securities

               (a)        Securities Sold

               The following table sets forth the date of sale, title and amount
               of unregistered securities sold by the Company since December 31,
               1999:

               Date of Sale                  Title                       Amount

               1/1/00                        Common Units                36,000
               2/1/00                        Common Units                26,409

               (b)        Underwriters and other purchasers

I.   January 1, 2000 Sales.  Underwriters  were not retained in connection  with
     the sale of these securities. These units were issued to the prior owner of
     Willston  Centre,  an  "accredited  investor",  pursuant  to  a  previously
     existing contractual obligation.

II.  February 1, 2000 Sales.  Underwriters  were not retained in connection with
     the sale of these securities. These units were issued to the prior owner of
     City  Avenue  Shopping  Center,  an  "accredited  investor",  pursuant to a
     previously existing contractual obligation.

               (c)        Consideration

I.   January  1, 2000  Sales.  These  units  were  issued in  satisfaction  of a
     previously existing contractual  obligation having a value of approximately
     $0.8 million.  There were no  underwriting  discounts or  commissions  with
     respect to such  securities.  At the  closing of the  purchase  of Willston
     Centre in November 1998, 515,084 units were issued in exchange for property
     having a value of $13.7 million, net of assumed liabilities.

II.  February  1, 2000  Sales.  These  units were  issued in  satisfaction  of a
     previously existing contractual  obligation having a value of approximately
     $0.5 million.  There were no  underwriting  discounts or  commissions  with
     respect to such  securities.  At the closing of the purchase of City Avenue
     Shopping Center in January 1997,  211,322 units were issued in exchange for
     property having a value of $5.4 million, net of assumed liabilities.

Item 4.        Submission of matters to a vote of security holders

               None.

Item 6.        Exhibits and Reports on Form 8-K

(a)            Exhibits

         27    Financial Data Schedule

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


(b)      Reports on Form 8-K.







                                       11


<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  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.

                                         FIRST WASHINGTON REALTY TRUST, INC.



Date:          May 12, 2000                   /s/   James G. Blumenthal
                                         ---------------------------------
                                         By: James G. Blumenthal
                                             Executive Vice President and
                                             Chief Financial Officer






                                       12


<PAGE>