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 September 30, 1996


                         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

              $.01 par value, outstanding as of November 13, 1996:

                        3,291,245 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 September 30, 1996 
         (unaudited) and December 31, 1995                                   1

         Consolidated Statements of Operations (unaudited)
         for the three months and nine months ended 
         September 30, 1996 and 1995                                         2

         Consolidated Statements of Cash Flows (unaudited)
         for the nine months ended September 30, 1996 and 1995               3

         Notes to Consolidated Financial Statements                          4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                10


Part II: Other Information


Item 6.  Exhibits and Reports on Form 8-K                                   14

Signatures                                                                  23




<PAGE>



              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                    (dollars in thousands except share data)

                                   -----------
<TABLE>
<CAPTION>
                                              Sept. 30,            December 31,
                                                1996                   1995
                                             (unaudited)
                                  ASSETS

<S>                                           <C>                   <C>
Rental properties:
  Land                                        $ 56,511              $ 42,420
  Buildings and improvements                   229,263               185,672
                                              ---------             ---------
                                               285,774               228,092
Accumulated depreciation                       (28,324)              (22,775)
                                              ---------             ---------
  Rental properties, net                       257,450               205,317

Cash and equivalents                             1,870                 7,806
Tenant receivables, net                          4,692                 3,214
Deferred financing costs, net                    4,717                 5,690
Other assets                                     6,240                 5,378
                                             ----------            ----------
          Total assets                        $274,969              $227,405
                                              ========              ========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Mortgage notes payable                      $162,346              $116,182
  Debentures                                    25,000                25,000
  Accounts payable and accrued expenses          5,215                 4,059
                                             ----------            ----------

          Total liabilities                    192,561               145,241

Minority interest                               12,573                11,088

Stockholders' equity:
  Convertible preferred stock $.01 par value,
  3,750,000 shares designated; 2,314,189 issued 
  and outstanding                                  23                    23
  Common stock $.01 par value, 90,000,000 shares
     authorized; 3,291,245 and 3,189,549 shares
     issued and outstanding, respectively          32                    32
  Additional paid-in capital                   86,538                80,699
  Accumulated distributions in excess of 
  earnings                                    (16,758)               (9,678)
                                            ----------           ----------
          Total stockholders' equity           69,835                71,076
                                             ---------             ---------

          Total liabilities and stockholders' 
          equity                             $274,969              $227,405
                                             ========              ========

</TABLE>




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

<TABLE>
<CAPTION>

                                For three months ended    For nine months ended
                                       Sept. 30,                  Sept. 30,
                                 --------------------      --------------------
                                        1996   1995            1996      1995
                                        ----   ----            ----      ----
<S>                                   <C>     <C>             <C>      <C>
Revenues: 
         Minimum rents                $8,390  $6,152          $23,408  $16,597
         Percentage rents                107     121              501      302
         Tenant reimbursements         1,742   1,175            5,015    3,106
         Other income                    275     256            1,189      787
                                    --------  --------         ------- -------
              Total revenues          10,514   7,704           30,113   20,792
                                     -------  -------          ------   ------

Expenses:
         Property operating and 
         maintenance                   2,631   1,787           7,623     5,024
         General and administrative      648   1,737           2,348     2,152
         Interest                      3,999   2,845          11,025     8,095
         Depreciation and amortization 2,039   1,533           5,783     4,162
                                     ------- -------         -------   -------
              Total expenses           9,317   7,902          26,779    19,433
                                     ------- -------         -------    ------

Income (loss) before income from 
        Management Company,            1,197    (198)          3,334     1,359
        minority interest and 
        distributions to Preferred
        Stockholders

Income from Management Company            90      87              97       361
                                    -------- -------       ---------    ------

Income (loss) before minority interest 
       and distributions to Preferred 
       Stockholders                    1,287    (111)          3,431     1,720

(Income) loss allocated to minority 
       interest                         (188)   (218)           (486)      (87)
                                     -------- ---------      --------   -------

Income before distributions to 
       Preferred Stockholders          1,099    (329)          2,945     1,633

Distributions to Preferred 
       Stockholders                   (1,410) (1,388)         (4,231)   (3,728)
                                      ------- -------         -------   -------

Net loss allocated to common 
       stockholders                    ($311)$(1,717)        ($1,286)  ($2,095)
                                     ======== =======        ========  ========

Net loss per Common Share             ($0.09)  ($0.56)        ($0.40)   ($1.01)
                                     ======== ========       ========  ========

Shares of Common Stock, in thousands   3,288    3,076          3,227     2,081
                                    ========   =======       ========  ========

Distributions per share              $0.4875  $0.4875        $1.4625   $1.4625
                                     =======  =======        =======   =======
</TABLE>

 


           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)
                                     --------
<TABLE>
<CAPTION>

                                                    For the nine months ended
                                                            Sept. 30,
                                                    1996                 1995


<S>                                                 <C>                 <C>
Operating activities:
  Income before distributions to 
  Preferred Stockholders                            $2,945              $1,633
  Adjustment to reconcile net cash 
  provided by operating activities:
    Income allocated to minority interest              486                  87
    Depreciation and amortization                    5,784               4,162
    Amortization of deferred financing 
    costs and loan discounts                         1,668               1,713
    Equity in earnings of Management Company           263                  99
    Compensation paid or payable in company stock    1,136               1,183
    Provision for uncollectible accounts               228                 349
    Recognition of deferred rent                      (691)               (549)
    Net changes in:
      Tenant receivables                            (1,015)                (46)
      Other assets                                  (1,359)             (1,329)
      Account payable and accrued expenses              21                (514)
                                                 -----------          ---------
         Net cash provided by operating 
         activities                                  9,466               6,788
                                                   ---------          ---------

Investing activities:
  Additions to rental properties                    (3,298)             (1,420)
  Purchase of rental properties                    (38,962)            (13,851)
                                                   --------            --------
         Net cash used in investing activities     (42,260)            (15,271)
                                                   --------            --------

Financing activities:
  Proceeds from line of credit                       8,348                 -
  Proceeds from mortgage notes                      30,225                 -
  Proceeds from issuance of Common Stock               -                27,129
  Cost of raising capital                              -                (2,334)
  Repayment on mortgage notes                         (612)             (2,193)
  Additions to deferred financing costs               (591)               (136)
  Repayments of Advances due Principals                -                  (447)
  Distributions paid to Preferred Stockholders      (4,231)             (3,728)
  Distributions paid to Common Stockholders         (4,720)             (3,048)
  Distributions paid to minority interest           (1,561)             (1,167)
                                                ------------         ----------
         Net cash provided by financing 
         activities                                 26,858              14,076
                                                 -----------          ---------

  Net increase (decrease) in cash and equivalents   (5,936)              5,593
  Cash and equivalents, beginning of period          7,806               1,113
                                                 -----------         ----------
         Cash and equivalents, end of period        $1,870              $6,706
                                                 ===========         ==========

</TABLE>



       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.       Organization and Business

                  First   Washington   Realty  Trust,   Inc.  and   subsidiaries
         (collectively,  the "Company") is the successor to substantially all of
         the  interests  of  First  Washington  Management,  Inc.  ("FWM"),  its
         affiliates  and  certain  others in a  portfolio  of 14 retail  and two
         multifamily  properties owned by FWM and its affiliates  (collectively,
         the "Existing Properties"),  and six properties acquired from unrelated
         third  parties (the  "Acquisition  Properties"  and  collectively,  the
         "Properties")  all located in the Mid-Atlantic  region and the economic
         beneficiary of the related acquisition, property management, renovation
         and third-party businesses (together with the Existing Properties,  the
         "FWM Group" or  "Predecessor")  through the issuance of  1,282,051  and
         1,920,000   shares  of  Common   and   Convertible   Preferred   Stock,
         respectively, (the "Offering") of the Company.

                  The  Company,  incorporated  in  Maryland  in April  1994,  is
         self-managed  and  self-administered  and has  elected to be taxed as a
         real estate  investment  trust ("REIT") under the Internal Revenue Code
         of 1986, as amended (the "Code"),  commencing  with its tax year ending
         December 31, 1994.

                  On June 27, 1994,  the Company  completed a private  placement
         offering (the "June 1994 Offering") of 1,920,000 shares of 9.75% Series
         A Cumulative  Participating  Convertible  Preferred  Stock  ("Preferred
         Stock") with a $0.01 par value per share and a  liquidation  preference
         of $25.00 per share,  and  1,282,051  shares of $0.01 par value  Common
         Stock.  The June 1994 Offering  price per share of Preferred  Stock and
         Common  Stock was $25.00 and $19.50,  respectively,  resulting in gross
         offering  proceeds  of  $73.0  million.   Net  of  Initial  Purchaser's
         Discount/Placement  Agent's fee and total estimated  offering expenses,
         the Company received approximately $63.1 million in proceeds.

                  Simultaneously  with the June 1994  Offering,  the Company was
         admitted as the sole general partner of First Washington Realty Limited
         Partnership (the "Operating Partnership").  The transactions leading to
         the  admittance of the Company into the Operating  Partnership  were as
         follows:

                  The Operating  Partnership was formed via the  contribution of
                  substantially  all  the  assets  of or  interests  in the  FWM
                  Properties   by   the   owners,   net  of   related   mortgage
                  indebtedness.   In   addition,   certain  of  the   Principals
                  contributed a $4.0 million  promissory note with no cost basis
                  (the "FWM Note") due from First  Washington  Management,  Inc.
                  ("FWM"),   operator  of  the  related  acquisition,   property
                  management,  leasing and brokerage business, to the Company in
                  exchange for 189,744  shares of Common Stock.  The Company was
                  admitted  as  the  sole  general   partner  of  the  Operating
                  Partnership,  receiving an approximate  ownership  interest of
                  83.5% in exchange for  contributing the net June 1994 Offering
                  proceeds and the FWM Note.

                  The net  proceeds  of the June 1994  Offering,  together  with
                  borrowings  of  $38.5   million   under  new  mortgage   loans
                  collateralized  by certain of the  Properties and the issuance
                  of $25.0  million  of  Exchangeable  Debentures,  were used to
                  repay  indebtedness of $68.1 million  including  approximately
                  $3.1 million for prepaid interest and amortization, prepayment
                  penalties and term extension fees; to purchase the Acquisition
                  Properties  at a cost of $51.9  million;  to pay  expenses  in
                  connection  with the Formation  Transactions  of $6.5 million;
                  and, to fund working capital.  The original owners'  interests
                  in  the  properties   were  converted  into  337,732   limited
                  partnership  units,  including  2,564  units  received  by the
                  Principals in connection with their contribution of all of the
                  non-voting preferred stock entitled to 99% of the cash flow of
                  FWM, which are exchangeable on a one-for-one  basis for shares
                  of the Company's common stock.


                                                         4

<PAGE>


         FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

         NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

              (dollars in thousands, except share data)

                            ----------



                  Farallon Capital Management,  Inc. ("Farallon"),  a previously
                  unrelated  third party,  along with certain of its  affiliates
                  were  reimbursed   approximately   $1.1  million  advanced  in
                  connection with their funding of certain expenses  relating to
                  the Offering and received  102,564 shares of Common Stock with
                  a value of approximately $2.0 million based upon the June 1994
                  Offering  price of $19.50 per share.  The Common  Stock issued
                  was recorded at its fair value with a  corresponding  increase
                  in costs of raising capital.

                  The exchange of the Predecessor for interests in the Operating
         Partnership  was accounted for as a  reorganization  of entities  under
         common control.  As such, these assets and liabilities were transferred
         and accounted for at historical  cost in a manner  similar to that in a
         pooling of interests.

                  The  Company's  assets  are  held by,  and all its  operations
         conducted through,  the Operating  Partnership and FWM. As of September
         30,  1996,  the  Company  and  the  Operating  Partnership,   including
         subsidiary partnerships, collectively owned 100% of the properties. 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.
         Subsequent to the  admittance of the Company,  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  Company's  investment  in the  preferred  stock of FWM is
         accounted  for under the equity  method of  accounting.  In addition to
         receiving  fees under  third-party  management,  leasing and  brokerage
         agreements,   FWM  manages  all  properties   owned  by  the  Operating
         Partnership in exchange for a fee.

                  On September 14, 1994, the Company filed a registration 
         statement with the Securities and Exchange Commission to register 
         shares issued or reserved for issuance pursuant to the June 1994 
         Offering.  The registration statement was declared effective on 
         December 15, 1994.

                  On June 27, 1995, the Company  completed a public  offering of
         1,450,000 shares of Common stock (the "June 1995 offering"). The shares
         of stock were priced at $17.75 per share,  resulting in gross  offering
         proceeds of $25.7  million.  The Company  netted  $23.0  million  after
         deducting the underwriters  discount and estimated offering expenses of
         $2.7 million.

                  On July 27, 1995 an  additional  78,393 shares of Common Stock
         were issued  pursuant to the exercise of a portion of the  underwriters
         over-allotment option. The Company received additional proceeds of $1.3
         million net of the underwriters discount.

2.       Purchase of Rental Properties

                  On June  1,  1995,  the  Company  purchased  the  Festival  at
         Woodholme  Shopping  Center  located  in  Baltimore,  Maryland  for  an
         approximate  purchase  price  of $14.3  million.  The  acquisition  was
         financed  through  the  issuance  of  approximately  96,000  shares  of
         Operating  Partnership  common units with a value of approximately $1.6
         million and assumed mortgage indebtedness of $12.7 million.  Concurrent
         with the closing, the Company made a $1.0 million mortgage curtailment.
         The mortgage  bears  interest at 9.6% per annum and is payable  monthly
         based  on a 28 year  amortization  schedule.  The  loan is due in April
         2000.  The center is  anchored  by Sutton  Place  Gourmet  and Pier One
         Imports.

                                                         5

<PAGE>


                  FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

                  NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                         (dollars in thousands, except share data)

                                        ----------




                  On June  30,  1995,  (effective  July  1,  1995)  the  Company
         purchased four shopping  centers  located in Richmond,  Virginia for an
         approximate  purchase price of $20.3 million.  The shopping centers are
         Glen Lea, anchored by Winn-Dixie Supermarket; Hanover Village, anchored
         by Farm Fresh  Supermarket;  Laburnum  Square,  anchored  by  Hannaford
         Brothers   Supermarket;   and   Laburnum   Park,   anchored  by  Ukrops
         Supermarket.  The  acquisition  was  financed  through the  issuance of
         approximately  358,000  shares  of  Preferred  Stock  with a  value  of
         approximately $8.1 million, and cash of approximately $12.2 million.

                  On October 12,  1995,  the Company  purchased  Kenhorst  Plaza
         Shopping Center in Reading,  Pennsylvania  for an approximate  purchase
         price of $11.0 million.  The center is anchored by Redner's Supermarket
         and Rite-Aid Drugs.  The property was financed from the proceeds of the
         $14.2 million  mortgage loan obtained from Lutheran  Brotherhood  using
         Glen  Lea,  Hanover  Village,  Laburnum  Park and  Laburnum  Square  as
         collateral.

                  On  November  15,  1995,  the  Company  purchased   Firstfield
         Shopping  Center located in  Gaithersburg,  Maryland for an approximate
         price  of $3.4  million.  The  acquisition  was  financed  through  the
         issuance of approximately 36,000 shares of Preferred Stock with a value
         of approximately $0.8 million, a seller provided purchase money note in
         the amount of approximately $2.5 million and $0.1 million cash.

                  On  January  4,  1996,  the  Company  purchased  two  shopping
         centers,  Stefko  Boulevard  Shopping  Center,  located  in  Bethlehem,
         Pennsylvania  and 15th & Allen Shopping  Center,  located in Allentown,
         Pennsylvania, from one seller for an approximate purchase price of $9.3
         million.  The shopping centers are each anchored by Laneco Supermarket.
         The  acquisition  was financed  through the  issuance of  approximately
         121,000  Common  Units  with a value  of  approximately  $2.2  million,
         mortgage  indebtedness of  approximately  $6.1 million and $1.0 million
         cash.  The mortgage loan bears interest at 7.745% per annum and is self
         amortizing over a 25 year period.

                  On March 20, 1996,  the Company  purchased the Clopper's  Mill
         Village  Shopping  Center  located  in  Germantown,   Maryland  for  an
         approximate  purchase price of $20.2 million. The center is anchored by
         Shoppers  Food  Warehouse and  CVS/Pharmacy.  The purchase was financed
         with new mortgage debt of $14.5 million,  the issuance of approximately
         183,000 Common Units with a value of  approximately  $3.5 million,  the
         issuance  of  approximately  69,000  Preferred  Units  with a value  of
         approximately  $1.7 million and  approximately  $.5 million  cash.  The
         mortgage loan bears  interest at 7.18% per annum,  amortizes  over a 25
         year period and matures in 10 years.

                  On  March  29,  1996,  the  company   purchased  Centre  Ridge
         Marketplace located in Centreville, Virginia. The purchase price of the
         property was $5.5 million.  On June 1, 1996, the Company  purchased the
         Superfresh Supermarket building,  which anchors the shopping center for
         $3.0 million.  The company expects to spend  approximately $2.1 million
         for the  construction  of an additional  34,000 square feet.  The total
         cost of the project will be  approximately  $11.0 million which will be
         financed through a $9.0 million  construction  loan and $2.0 million of
         cash. A portion of the cash came from a draw on the  Company's  line of
         credit.







                                                         6

<PAGE>


              FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                  (dollars in thousands, except share data)

                                 ----------

                  On April 29, 1996, the Company  purchased Takoma Park Shopping
         Center  located in Takoma Park,  Maryland for an  approximate  purchase
         price  of $4.6  million.  The  center  is  anchored  by  Shoppers  Food
         Warehouse.  The purchase was  financed  with new mortgage  debt of $2.4
         million  and a draw on the  Company's  line of credit in the  amount of
         $2.1 million and $0.1 million cash. The Company plans on renovating the
         shopping  center at a cost of  approximately  $.8 million.  The work is
         expected to be completed  by October 1996 and will be financed  through
         additional proceeds from the current first trust lender.

                  On June 7, 1996, the Company purchased  Southside  Marketplace
         shopping  center  located in  Baltimore,  Maryland  for an  approximate
         purchase price of $11.0 million.  The center is anchored by Metro Foods
         and Rite Aid Drugs. The purchase was financed through the assumption of
         an $8.1 million first trust  mortgage and a draw on the Company's  line
         of credit in the amount of approximately $2.9 million.

                  The  following  unaudited  pro  forma  condensed  consolidated
         results of operations are presented as if the acquisitions had occurred
         on January 1 of the period presented.  In preparing the pro forma data,
         adjustments have been made for the June 1995 Offering transactions. The
         pro forma information is provided for information  purposes only. It is
         based on historical  information and does not  necessarily  reflect the
         actual   results  that  would  have  occurred  nor  is  it  necessarily
         indicative of future results of operations of the Company.
<TABLE>
<CAPTION>


                                 For the nine months ended    For the year ended
                                          Sept. 30,               December 31,
                                          1996        1995            1995

         <S>                             <C>       <C>             <C>    
         Total revenues                  $31,373   $27,837         $37,865
                                         -------   -------         -------
         Expenses:
             Property operating and 
             maintenance                   7,943     6,560           9,074
             General and administrative    2,348     2,152           2,831
             Interest                     11,800    10,886          14,856
             Depreciation and amortization 6,031     5,402           7,419
                                          ------    ------         -------
                  Total Expenses          28,122    25,000          34,180
                                          ------    ------         -------
         Income before income from 
           Management Company, minority 
           interest and distributions to 
           Preferred Stockholders          3,251     2,837           3,685
         Income from Management Company       97       361             449
                                          ------     -----         -------
         Income before minority interest 
           and distributions to Preferred 
           Stockholders                    3,348     3,198           4,134
         Income allocated to minority 
           interest                         (516)     (422)           (637)
                                          -------    ------         -------
         Income before distributions to 
           Preferred Stockholders          2,832     2,776           3,497
         Distributions to Preferred 
           Stockholders                   (4,231)   (4,231)         (5,642)
                                          -------   -------         -------

         Loss allocated to Common 
           Stockholders                  $(1,399)  $(1,455)        $(2,145)
                                         ========  ========        ========
         Net loss per common share        $(0.43)   $(0.45)         $(0.66)
                                        =========  ========        ========
</TABLE>




                                                         7

<PAGE>


                 FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

                NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                       (dollars in thousands, except share data)

                                      ----------






3.       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 statement and the notes thereto of the Company's
                  1995  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  partnerships,
                  including   the   Operating   Partnership.   All   significant
                  intercompany balances and transactions have been eliminated.


                  Loss per Share

                          Loss per share is calculated by dividing  income after
                  minority  interest,   less  preferred   distributions  by  the
                  weighted  average number of common shares  outstanding  during
                  the three months and nine months ended  September 30, 1996 and
                  1995  respectively.  The  weighted  average  number  of common
                  shares  outstanding  during three months ended  September  30,
                  1996 and 1995 were 3,288,000 and 3,076,000,  respectively  and
                  the  weighted  average  number  of common  shares  outstanding
                  during  nine  months  ended  September  30, 1996 and 1995 were
                  3,227,000 and 2,081,000 respectively.  Options outstanding are
                  not included since their inclusion would be anti-dilutive. The
                  assumed  conversion of the  Preferred  Stock as of the date of
                  issuance would have been anti-dilutive. The assumed conversion
                  of the partnership  units held by the limited  partners of the
                  Operating  Partnership as of the REIT  formation,  which would
                  result in the elimination of earnings and losses  allocated to
                  minority  interests  would  have  been  anti-dilutive,  as the
                  allocation of losses to limited  partners was suspended due to
                  their lack of responsibility  to fund losses.  The Debentures,
                  which are  exchangeable  into shares of Convertible  Preferred
                  Stock, do not meet the criteria for  classification  as common
                  stock equivalents.









                                                         8

<PAGE>


            FIRST WASHINGTON REALTY TRUST, INC. AND SUBSIDIARIES

            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                (dollars in thousands, except share data)

                                ----------




4.       Summary of Noncash Investing and Financing Activities


                  Significant  noncash  transactions  for the nine months  ended
         September 30, 1996 and 1995 and were as follows:

<TABLE>
<CAPTION>

                                                      1996              1995
                                                      ----              ----

         <S>                                          <C>               <C>
         Liabilities assumed in purchase of 
          rental properties                           $8,097            $11,723


         Common units in the Operating Partnership 
          issued in connection with the purchase 
          of rental properties                           -              $1,630

         Convertible Preferred Stock issued in 
          connection with the Purchase of UDR 
          Properties                                     -              $8,055


         Adjustment for minority interest's 
          ownership of the operating partnership     $1,485             $3,560


         Accrual of cost of raising capital              -               $474


         Recognition of excess minority interest 
          share of losses previously allocated 
          to common stockholders                         -               $647

</TABLE>

5.       Environmental

                  The Company, as an owner of real estate, is subject to various
         environmental laws of Federal and local governments.  Compliance by the
         Company with existing laws has not had a material adverse effect on its
         financial  condition and management  does not believe it will have such
         an effect in the future. However, the Company cannot predict the impact
         of new or changed laws or regulations on its current Properties.

                  All  of  the  Properties   have  been  subjected  to  Phase  I
         environmental audits. Such audits have not revealed,  nor is management
         aware of any  environmental  liability that  management  believes would
         have a material adverse impact on the consolidated  financial position,
         results from  operations  or liquidity,  including  the two  situations
         discussed  below.  Management  is unaware of any  instances in which it
         would  incur  and  be   financially   responsible   for  any   material
         environmental  costs if any or all Properties were sold, disposed of or
         abandoned.


                                                         9

<PAGE>



                  Contamination   caused  by  dry  cleaning  solvents  has  been
         detected in ground water below the Penn Station  Shopping  Center.  The
         source of the contamination has not been determined.  Potential sources
         include a dry cleaner tenant at the Penn Station  Shopping Center and a
         dry cleaner located in an adjacent property.  Sampling conducted at the
         site  indicates  that the  contamination  is limited and is unlikely to
         have any effect on human  health.  The  Company  has made a request for
         closure to the State of  Maryland.  Management  believes  that there is
         very little  exposure at this time,  and  therefore has not recorded an
         accrued environmental clean-up liability.

                  Petroleum has been  detected in the soil of a parcel  adjacent
         to Fox Mill Shopping Center on property  occupied by Exxon  Corporation
         ("Exxon")  for use as a gas station  (the "Exxon  Station").  Exxon has
         taken steps to remediate the petroleum in and around the Exxon Station,
         which is located down-gradient from the Fox Mill Shopping Center. Exxon
         has  agreed to take full  responsibility  for the  remediation  of such
         petroleum.  Currently, there has been no contamination of the Company's
         property  and none is expected to occur.  In  addition,  a dry cleaning
         solvent  has  been  detected  in the  groundwater  below  the Fox  Mill
         Shopping Center. A groundwater pump and treatment  system,  approved by
         the Virginia Water Control  Board,  was installed in July 1992, and was
         operating  until  recently  when the Control  Board  ordered  quarterly
         sampling to determine if further remediation is necessary.  The cost of
         running the pumps and monitoring the contamination is approximately $10
         per  annum.  The  previous  owner of the Fox Mill  Shopping  Center has
         agreed to fully  remediate the  groundwater  contamination.  Management
         does  not  believe   that  it  has  a  material   probable   liability,
         notwithstanding  the  pledge  of the  previous  owner  and the  Company
         believes that there is minimal exposure at this time, and therefore has
         not recorded an accrued environmental clean-up liability.

6.       Subsequent Events

                  On  October  19,  1996,  the  Board of  Directors  declared  a
         distribution  of  $0.4875  and  $.6094  per share of  Common  Stock and
         Preferred Stock,  respectively to shareholders of record as of November
         1, 1996, payable on November 15, 1996.

                  On  November  1,  1996,   the  Company  filed  a  registration
         statement on Form S-11 and  Prospectus  with the SEC to sell  1,500,000
         shares of Common  Stock.  The net proceeds to the Company from the sale
         of Common Stock,  after  payment of all  expenses,  are estimated to be
         approximately   $27.9  million  ($32.1  million  if  the  Underwriters'
         over-allotment  option is exercised in full).  The net cash proceeds of
         the Offering will be used as follows:  approximately  $18.8 million for
         the  purchase of six retail  properties  (the  balance of the  purchase
         price will be paid for by the  issuance of Common Units with a value of
         approximately  $6.1 million and mortgage  indebtedness of approximately
         $29.3   million);   approximately   $4.7  million  to  repay   existing
         indebtedness,  approximately  $1.9 million for property  expansions and
         approximately $2.5 million for working capital.

                  The Company  filed an  amendment  to Form S-11 on November 12,
1996.

         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
"Selected  Consolidated  Financial Information" and the Financial Statements and
notes thereto of the Company appearing elsewhere in this Form 10-Q.

Comparison  of the three  months  ended  September  30, 1996 to the three months
ended September 30, 1995

         For the three months ended  September 30, 1996,  the net loss allocated
to common stockholders decreased by $1,406,000 from $1,717,000 to $311,000, when
compared to the three  months ended  September  30,  1995,  primarily  due to an
increase  in  revenues  and a  decrease  in the  amount of income  allocated  to
minority  interest,  off set by an  increase in expenses  and  distributions  to
holders of Convertible Preferred Stock.


                                                        10

<PAGE>



         Total  revenues  increased by  $2,810,000 or 36.5%,  from  7,704,000 to
10,514,000,  due  primarily to an increase in minimum  rents of  $2,238,000  and
tenant  reimbursements  of $567,000.  The  increases  were  primarily due to the
purchase of Kenhorst Plaza on October 12, 1995 and Firstfield Shopping Center on
November 15, 1995 (the "1995 Acquisitions") and the purchase of Stefko Boulevard
and 15th & Allen on January 4, 1996,  Clopper's  Mill Village Center on March 1,
1996, Centre Ridge Marketplace on March 29, 1996, Takoma Park Shopping Center on
April  29,  1996  and  Southside   Marketplace   on  June  7,  1996  (the  "1996
Acquisitions").

         Property  operating and maintenance  expense increased by $844,000,  or
47.2%, from $1,787,000 to $2,631,000,  due primarily to the purchase of the 1995
Acquisition and 1996 Acquisition properties. General and administrative expenses
decreased  by  $1,089,000,  from  $1,737,000  to  $648,000,  due  primarily to a
decrease in the amount of compensation  paid in company stock from $1,500,000 to
$393,000.

         Interest expense increased by $1,154,000,  or 40.6%, from $2,845,000 to
$3,999,000,  due primarily to the increase mortgage indebtedness associated with
the purchase of the 1995 Acquisition and 1996 Acquisition properties.

         Depreciation and amortization expenses increased by $506,000, or 33.0%,
from  $1,533,000  to  $2,039,000,  primarily  due to the  purchase  of the  1995
Acquisition and 1996 Acquisition properties.

         During the three months ended September 30, 1996, distributions payable
to owners of the  Convertible  Preferred  Stock  increased  from  $1,388,000  to
$1,410,000  due to the  issuance  of  Preferred  Stock to the  former  owners of
Firstfield Shopping Center on November 15, 1995.

         Income  allocated  to minority  interests  decreased by $30,000 from an
income allocation of $218,000 to an income allocation of $188,000.


Comparison of the nine months ended  September 30, 1996 to the nine months ended
September 30, 1995

         For the nine months ended September 30, 1996, the net loss allocated to
common stockholders decreased by $809,000 from a net loss of $2,095,000 to a net
loss of $1,286,000,  when compared to the nine months ended  September 30, 1995,
primarily due to an increase in the amount of revenues  offset by an increase in
expenses,  distributions  to holders of Convertible  Preferred Stock, and income
allocated to minority interest.

         Total revenues  increased by $9,300,000 or 44.7%,  from  $20,800,000 to
$30,100,000,  primarily due to an increase in minimum  rents of  $6,800,000  and
tenant  reimbursements  of  $1,909,000.  The increases were primarily due to the
1995 and 1996 Acquisitions.

         Property operating and maintenance expense increased by $2,600,000,  or
52.0%,  from  $5,000,000  to  $7,600,000,  primarily  due to the  1995  and 1996
Acquisitions. General and administrative expenses increased by 9.1% or $200,000,
from  $2,200,000 to $2,400,000,  primarily due to New York Stock Exchange filing
fees of $200,000, bonuses of $200,000 and other expenses of $200,000 offset by a
decrease of $400,000 for compensation paid or payable in Company stock.

         Interest expense increased by $2,900,000,  or 35.8% from $8,100,000, to
$11,000,000,  primarily due to the increased  mortgage  indebtedness  associated
with the purchase of the 1995 and 1996 Acquisitions.

         Depreciation  and  amortization  expenses  increased by $1,600,000,  or
38.1%,  from  $4,200,000  to  $5,800,000,  primarily  due to the  1995  and 1996
Acquisitions.

         During the nine months ended September 30, 1996,  distributions payable
to owners of the  Convertible  Preferred  Stock  increased  from  $3,800,000  to
$4,200,000  due to the  issuance  of  Preferred  Stock to the  former  owners of
Laburnum  Park  Shopping  Center,  Laburnum  Square  Shopping  Center,  Glen Lea
Shopping Center, Hanover Village Shopping Center and Firstfield Shopping Center.


                                                        11

<PAGE>



         Income  allocated  to minority  interest  increased  by  $400,000  from
$100,000 to $500,000 due to an increase in net income.


Liquidity and Capital Resources

Indebtedness

         As of  September  30,  1996,  the  Company  had total  indebtedness  of
approximately   $187.3  million  (including  $25.0  million  of  debentures  and
approximately  $162.3  million of mortgages  and lines of credit).  The mortgage
indebtedness   consisted  of   approximately   $155.0  million  in  indebtedness
collateralized by 32 of the Properties and tax-exempt bond financing obligations
issued by the  Philadelphia  Authority  for  Industrial  Development  (the "Bond
Obligations")  of  approximately  $7.3  million  collateralized  by  one  of the
properties.  Of the Company's  mortgage  indebtedness,  $26.8 million (14.3%) is
variable rate indebtedness,  and $160.5 million (85.7%) is at a fixed rate. This
indebtedness  has  interest  rates  ranging  from 5.0% to 9.6%,  with a weighted
average interest rate (excluding the Bond  Obligations) of 7.5%, and will mature
between 1997 and 2021. A large portion of the Company's indebtedness will become
due by 1999,  requiring  payments of $3.2 million in 1997, $13.5 million in 1998
and $87.0  million in 1999.  From 1997  through  2021,  the Company will have to
refinance  an  aggregate  of  approximately  $187.7  million.  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 Debentures are  exchangeable in the aggregate for 1,000,000  shares
of  Preferred  Stock of the  Company,  subject to  adjustment.  Interest  on the
Debentures is payable  quarterly,  in arrears.  The Debentures are redeemable by
the Operating  Partnership at any time on or after July 15, 1999, or at any time
for certain reasons  intended to protect the Company's  status as a REIT, at the
option of the Company,  at 100% of the principal  amount thereof,  together with
accrued interest.  The rights of holders of Common Stock and Preferred Stock are
effectively subordinated to the rights of holders of Debentures.  The Debentures
are collateralized by a first mortgage on two of the properties.

         The Operating Partnership issued a $4.8 million note (the "FS Note") as
consideration  for part of the purchase price for one of the rental  properties.
The Company has guaranteed the Operating Partnership's  obligations under the FS
Note.  The FS Note has a base  interest rate of 5.0% per annum and a term of six
years.  The holder has the right at any time after June 27, 1995 to exchange the
FS Note for shares of Common  Stock in  accordance  with a formula  based on the
annual  distributions per share on the Common Stock and the interest payments on
the FS Note.  Based on the current  interest  rate on the FS Note (5% base rate)
and the current distribution payments made on the Common Stock, the $4.8 million
FS Note is  exchangeable  for 123,077 shares of Common Stock,  having a value of
approximately  $2.6 million.  If the FS Note is exchanged for Common Stock,  the
Company may contribute  the FS Note to the capital of the Operating  Partnership
in exchange for additional Common Units.

                  The Company  currently has a collateralized  revolving line of
credit  ("Line of Credit") of up to $5.8  million  from First Union Bank.  Loans
under the Line of Credit will bear  interest at LIBOR plus two percent  (2%) per
annum,  and will mature on June 30, 1998. Loans under the Line of Credit will be
collateralized  by a first  mortgage lien on one of the  Properties.  Definitive
agreements with respect to the Line of Credit contain customary representations,
warranties and covenants.  The loan agreement with respect to the Line of Credit
calls for the  amount  of the  facility  to be  curtailed  at any point  when it
exceeds  75% of the  appraised  value  of the  collateral.  The  Company  has an
additional  collateralized  revolving  line of  credit  of  approximately  $8.25
million with Mellon Bank. Loans under this line will bear interest at LIBOR plus
two percent. Currently, $8.3 million are drawn under the lines of credit.

         The  Company  expects  to meet its  short-term  liquidity  requirements
generally through its working capital, net cash provided by operations and draws
on its Line of Credit facility.  The Company believes that the foregoing sources
of liquidity will be sufficient to fund liquidity needs through 1997.



                                                        12

<PAGE>



         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  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.

Inflation, Economic Conditions

         Most of the Company's leases contain  provisions  designed to partially
mitigate  the adverse  impact of  inflation.  Such  provisions  include  clauses
enabling the Company to receive  percentage  rents based on tenant's gross sales
above  predetermined  levels,  which rents generally increase as prices rise, or
escalation  clauses  which are  typically  related to  increases in the Consumer
Price Index or similar inflation  indices.  Most of the Company's leases require
the  tenant  to pay its  share of  operating  expenses,  including  common  area
maintenance,  real estate taxes and  insurance,  thereby  reducing the Company's
exposure to increases in costs and operating  expenses resulting from inflation.
In addition,  the Company  periodically  evaluates its exposure to interest rate
fluctuations,  and may enter into  interest  rate  protection  agreements  which
mitigate,  but do not eliminate,  the effect of changes in interest rates on its
floating  rate loans.  The  Company,  as a general  policy,  endeavors to obtain
long-term fixed rate financing when obtainable.



                                                        13

<PAGE>



                                                      Part II


OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K

(a)            Exhibits

 3.1           Articles of Incorporation of the Company *

 3.2           Bylaws of the Company *

10.1           First Amended and Restated Agreement of Limited Partnership 
               of First Washington Realty Limited Partnership *

10.2           Negotiable Promissory Note between First Washington Management, 
               Inc. and Stuart D. Halpert *

10.3           Negotiable Promissory Note between First Washington Management, 
               Inc. and William J. Wolfe *

10.4           Negotiable Promissory Note between First Washington Management, 
               Inc. and Jack Spector *

10.5           Negotiable Promissory Note between First Washington Management, 
               Inc. and Lester Zimmerman *

10.6           Term Loan Note dated June 27, 1994 in the approximate amount of 
               $4.8 million from First Washington Realty Limited Partnership in 
               favor of First State Plaza Associates L.P. *

10.7           Indenture  of  Mortgage,   Deed  of  Trust,  Security  Agreement,
               Financing Statement,  Fixture Filing and Assignment of Leases and
               Rents dated as of June 27, 1994, between JFD Limited Partnership,
               Greenspring  Associates  Limited  Partnership  and FW-Bryans Road
               Limited Partnership as mortgagors,  trustors and debtors,  Nomura
               Asset Capital Corporation, as mortgagee, beneficiary, and secured
               party,  and Douglas J. Mathis and Kelly M. Wrenn,  as  individual
               trustees. *


                                                        14

<PAGE>



10.8           Promissory Note in the principal amount of $38.5 million dated 
               June 27, 1994 from the Company in favor of Nomura Asset Capital 
               Corporation *

10.9           Cash Collateral Account Security, Pledge and Assignment Agreement
               among JFD Limited Partnership, Greenspring Associates Limited 
               Partnership and FW-Bryans Road Limited Partnership as borrowers, 
               and Nomura Asset Capital Corporation, as Lender *

10.10          The 1994 Stock Option Plan of First Washington Realty Trust, 
               Inc., First Washington Realty Limited Partnership and First 
               Washington Management, Inc.*

10.11          Amended and Restated Executive Employment Agreement, dated 
               June 30, 1996, between the Company and Stuart D. Halpert (7).

10.12          Amended and Restated Executive Employment Agreement, dated 
               June 30, 1996, between the Company and William J. Wolfe (7).

10.13          Indemnity, Pledge and Security Agreement dated June 27, 1994 
               between the Operating Partnership, Stuart D. Halpert, William J. 
               Wolfe, Lester Zimmerman and Jack E. Spector *

10.14          Term Loan Agreement dated as of June 27, 1994 between the 
               Company and First State Plaza Associates Limited Partnership *

10.15          Stock Option Agreement between the Company and William J. 
               Wolfe (1)

10.16          Stock Option Agreement between the Company and Stuart D. 
               Halpert (1)

10.17          Stock Option Agreement between the Company and Jeffrey S. 
               Distenfeld (1)

10.18          Stock Option Agreement between the Company and James 
               Blumenthal (1)

10.19          Stock Option Agreement between the Company and James G. 
               Pounds (1)

10.20          Stock Option Agreement between the Company and Stanley T. 
               Burns (1)

10.21          Stock Option Agreement between the Company and Matthew J. 
               Hart (1)

10.22          Stock Option Agreement between the Company and William J. 
               Russell (1)


                                                        15

<PAGE>



10.23          Stock Option Agreement between the Company and Heywood 
               Wilansky (1)

10.24          Purchase Agreement dated March 30, 1995, between First Washington
               Realty Trust, Inc. and United Dominion Realty Trust, Inc. *

10.25          Contribution Agreement dated May 3, 1995 between First Washington
               Realty Limited Partnership and Stewart J.  Greenebaum, Samuel G. 
               Rose and Woodholme Center, Inc., all of the general and limited 
               partners of Woodholme Properties Limited Partnership. *

10.26          Real Estate Purchase Agreements dated May 1, 1995 between First 
               Washington Realty Trust, Inc. And United Dominion Realty Trust, 
               Inc. (2)

10.27          Form of Registration Rights Agreement between First Washington 
               Realty Trust, Inc. and United Dominion Realty Trust, Inc. (2)

10.28          Real Estate Purchase Agreement dated August 18, 1995 between 
               First Washington Realty Limited Partnership and Kenhorst Plaza 
               Associates, L.P. (3)

10.29          Deed of Trust and Security Agreement dated October 6, 1995 
               between First Washington Realty Limited Partnership and Lutheran 
               Brotherhood and Deed of Trust Note of even date therewith (3)

10.30          Real Estate Purchase Agreement dated November 15, 1995, by and 
               between First Washington Realty Trust, Inc. and Firstfield Center
               Duncan Limited Partnership (4)

10.31          Contribution Agreement dated October 30, 1995, by and between 
               First Washington Realty Limited Partnership and Carriage 
               Associates Limited Partnership (4)

10.32          Purchase Money Deed of Trust dated November 15, 1995, by and 
               between First Washington Realty Limited Partnership and Army 
               and Air Force Mutual Aid Associate (4)

10.33          Mortgage, Assignment of Leases and Rents and Security Agreement 
               dated January 4, 1996, by and between Allenbeth Associates 
               Limited Partnership (First Washington Realty Trust, Inc. is the 
               sole general partner) and Nomura Asset Capital Corporation (4)

10.34          Real Estate Purchase Agreement dated February 1, 1996, by and 
               between First Washington Realty Limited Partnership and Centre 
               Ridge Development L.P. (5) 

                                                        16

<PAGE>



10.35          Agreement to Sell Real Estate dated March 28, 1996, by and 
               between First Washington Realty Limited Partnership and Super 
               Fresh Food Markets of Virginia, Inc. (5)

10.36          Contribution Agreement dated March 20, 1996 (effective as of 
               March 1, 1996), by and between First Washington Realty Limited 
               Partnership and Brian G. McElwee, Richard W. Ireland, John H. 
               Donegan, Stacy C. Hornstein, Sweet Gum Tree, L.L.C.
               and Wendy A. Seher (5)

10.37          Amendment and Restatement of Deed of Trust, Assignment and 
               Security Agreement dated March 21, 1996 by and between Clopper's 
               Mill Village Center, L.L.C., Timothy R. Casgar and Margaret 
               Everson-Fisher, Trustees, and Jackson National
               Life Insurance Company (5)

10.38          Credit Line Deed of Trust and Security Agreement dated March 28, 
               1996 by and between First Washington Realty Limited Partnership, 
               Sam T. Beale and Barry Musselman, as Trustees and South Trustees,
               and SouthTrust Bank of Alabama, N.A. (5)

10.39          Real Estate Purchase Agreement dated October 23, 1995 by and 
               between First Washington Realty Limited Partnership and 6875 
               New Hampshire Avenue Partnership (6).

10.40          Purchase Money Deed of Trust and Security Agreement dated April 
               24, 1996 by and between First Washington Realty Limited 
               Partnership and Nicoletta R. Parker and Margaret H. Blewitt, 
               as Trustees (6).

10.41          Purchase Agreement dated April 4, 1996 by and between First 
               Washington Realty Limited Partnership and Michael F. Klein, 
               Philip E. Klein, Jeffrey F. Klein, George Arconti, Professional 
               Real Estate Services, Inc., H.S. Taylor White, Rick
               C. Klein and William S. Berman (6).

10.42          Indemnity Deed of Trust, Security Agreement and Assignment of 
               Rents and Leases dated June 28, 1995 by and between Southside 
               Marketplace Limited Partnership in favor of Fleet Management 
               and Recovery Corporation (6).

10.43          First Washington Realty Trust, Inc. Restricted Stock Plan (6).

10.44          The Contingent Stock Agreement dated June 30, 1996 by and between
               First Washington Realty Trust, Inc. and William J. Wolfe (6).

                                                        17

<PAGE>



10.45          The Contingent Stock Agreement dated June 30, 1996 by and between
               First Washington Realty Trust, Inc. and Stuart D. Halpert (6).

10.46          Restricted Stock Agreement dated June 30, 1996 by and between 
               First Washington Realty Trust, Inc. and William J. Wolfe (6).

10.47          Restricted Stock Agreement dated June 30, 1996 by and between 
               First Washington Realty Trust, Inc. and Stuart D. Halpert (6).

10.48          Real Estate Purchase Agreement dated September 23, 1996, by and 
               between Newtown Square Associates, L.P. and First Washington 
               Realty Limited Partnership (7).



*              Incorporated herein by reference from the Company's Registration 
               Statement on Form S-11 (No. 33-83960), in which this exhibit 
               bore the same number.

(1)            Incorporated herein by reference from the Company's Form 10-K 
               filed on March 31, 1995,  in which this exhibit bore the same 
               number.

(2)            Incorporated herein by reference from Amendment No. 2 to the 
               Company's Registration Statement on Form S-11 (No. 33-93188), 
               in which this exhibit bore the same number.

(3)            Previously filed with the Company's Quarterly Report on 
               Form 10-Q on November 11, 1995.

(4)            Previously filed with the Company's Current Report on 
               Form 8-K on January 19, 1996.

(5)            Previously filed with the Company's Current Report on 
               Form 8-K on April 1, 1996.

(6)            Incorporated herein by reference from Amendment No.2 of the 
               Company's Registration Statement on Form S-3 (No. 333-4966), 
               in which this exhibit bore the same number.

(7)            Filed herewith.










                                                        18

<PAGE>






(b)  Reports on Form 8-K


None.

                                                        19

<PAGE>


                                                    SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has fully  caused  this  report  to be  signed on its  behalf by the
undersigned thereunto duly authorized.


                                        FIRST WASHINGTON REALTY TRUST, INC.


                       /s/ William J. Wolfe
                  By:     William J. Wolfe
                          President and
                          Chief Executive Officer


                       /s/ James G. Blumenthal
                  By:     James G. Blumenthal
                          Executive Vice President and
                          Chief Financial Officer




Date: November 14, 1996


                                                        20

<PAGE>