FRTFederal Realty Investment Trust

We note that you have filed a proxy statement on March 24, 2010. We also note that information required by Part III of your Form 10-K for fiscal year ended December 31, 2009 is incorporated by reference from your proxy statement. Please note that we may have additional comments after we review your disclosure in the proxy statement.

This letter responds to your letter dated April 8, 2010, providing comments relating to the Company’s Form 10-K for the fiscal year ended December 31, 2009. In order to facilitate the Staff’s review of this letter, we have restated each of your numbered comments below and have included the Company’s response underneath each comment. Form 10-K for the year ended December 31, 2009 We note that you have filed a proxy statement on March 24, 2010. We also note that information required by Part III of your Form 10-K for fiscal year ended December 31, 2009 is incorporated by reference from your proxy statement.

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Please note that we may have additional comments after we review your disclosure in the proxy statement. We acknowledge the Staff may have additional comments after review of the Company’s proxy statement filed on March 24, 2010. In future filings, please also disclose the name of the court in which the proceedings are pending. Refer to Item 103 of Regulation S-K for guidance. In future filings, the Company will include the name of the court in which the proceedings are pending. Refer to the three credit agreements filed as exhibits 10.20, 10.24, and 10.36 to the Form 10-K. We note that the agreements, as filed, omit schedules and exhibits to the agreements. Items 601(b)(10) of Regulation S-K requires you to file all material contracts in their entirety. Please file the complete agreements with your next quarterly report or tell us why you believe the agreements are no longer material to investors. The Company will file the complete agreements in our first quarter 2010 Form 10-Q filing. • the Company is responsible for the adequacy and accuracy of the disclosure in the filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any further questions or require additional information, please do not hesitate to contact me at (301) 998-8166.

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In future filings, please also disclose the name of the court in which the proceedings are pending. Refer to Item 103 of Regulation S-K for guidance.

See the reply above.

Refer to the three credit agreements filed as exhibits 10.20, 10.24 and 10.36 to the Form 10-K. We note that the agreements, as filed, omit schedules and exhibits to the agreements. Item 601(b)(10) of Regulation S-K requires you to file all material contracts in their entirety.

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Please file the complete agreements with your next quarterly report or tell us why you believe the agreements are no longer material to investors. * * * * * As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

See the reply above.

We note that you have described the process that the Board undertook to review your compensation policies and practices. Please tell us the conclusion that the Board reached in determining whether your compensation policies and practices are reasonably likely to have a material adverse effect on the company and the basis for that conclusion.

On behalf of our client, Federal Realty Investment Trust (the “Company”), please find our responses to your letter dated May 18, 2010, providing comments relating to the Company’s definitive proxy statement filed on March 24, 2010 (the “Proxy Statement”). In order to facilitate the Staff’s review of this letter, we have restated each of your numbered comments below and have included the Company’s response underneath each comment. The acknowledgements requested in your comment letter are provided in the attached letter from the Company.

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Definitive Proxy Statement Filed March 24, 2010 We note that you have described the process that the Board undertook to review your compensation policies and practices. Please tell us the conclusion that the Board reached in determining whether your compensation policies and practices are reasonably likely to have a material adverse effect on the company and the basis for that conclusion. Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. That conclusion was based on the fact that only 5% of the Company’s employees (nine individuals) have compensation that is determined on the basis of anything other than corporate or regional performance and those individuals cannot complete any leasing, acquisition or development transaction, which is the basis for any commission paid as compensation, without first obtaining approval from the Company’s Board of Trustees and/or one or more members of senior management, all of whose compensation is tied to achieving corporate objectives. We note that you have not provided all the information required by Item 407(h) of Regulation S-K, specifically, with respect to your leadership structure and why you believe it is appropriate in light of your specific characteristics or circumstances. Please provide us with sample disclosure that complies with Item 407(h) and confirm that you will include similar disclosure in future filings. The Company believes that it addressed the requirements of Item 407(h) of Regulation S-K with respect to its leadership structure and why the Company believes it is appropriate in light of its specific characteristics and circumstances with the following disclosure, which was included on pages 6 and 7 of the Proxy Statement: Since 2003, we have operated under a governance structure where the Chairman of the Board and Chief Executive Officer are separate positions held by different individuals. At its meeting in February 2010, the Board discussed whether this structure was still the best structure for us and concluded that it was. Having the Board operate under the leadership and direction of someone independent from management provides the Board with the most appropriate mechanism to fulfill its oversight responsibilities and hold management accountable for the performance of the Trust. The Board believes that one of the most important attributes for the Board is independence from management and that belief has been reflected in the separation of the chairman and CEO roles as well as in our Corporate Governance Guidelines which permit no more than one member of the Board to be a non-independent trustee. We refer you to your disclosure on page 21 that in making bonus determinations, the compensation committee took into account Mr. Wood’s recommendations regarding each individual’s contributions. In future filings, please thoroughly describe all factors taken into account by the compensation committee and why that analysis led them to the compensation decision that it did. For example, please disclose the subjective goals each individual had for the year as well as Mr. Wood’s evaluation of the named executive officer’s ability to meet those goals. Provide us with sample disclosure and confirm that you will provide similar disclosure in future filings. In future filings, the Company will include disclosure consistent with the following, modified to reflect the actual process and reasoning applied by the Compensation Committee for the applicable year: The Committee awarded each of Ms. Becker, Mr. Berkes and Mr. Blocher a full bonus for calendar year 2009 based on (a) a recommendation made by Mr. Wood that each individual be paid a full bonus; and (b) the Committee members’ review of the self-assessment prepared by each of Ms. Becker, Mr. Berkes and Mr. Blocher for their 2009 performance and Mr. Wood’s comments and observations on those self-assessments. Mr. Wood’s recommendation to pay each of Ms. Becker, Mr. Berkes and Mr. Blocher a full bonus was based on his subjective assessment of each individual’s contributions to the Trust’s performance in 2009 in their respective job functions. Those contributions included, without limitation, the following: (a) for Ms. Becker, her work in overseeing our property operations that resulted in an increase in our POI in 2009 as well as her role in restructuring the organization and reducing general and administrative expense; (b) for Mr. Berkes, his work from property selection through closing in obtaining approximately $160 million of property secured financing; and (c) for Mr. Blocher, his role in raising $765 million of capital at then market-leading terms during an extremely difficult capital raising environment. Certain Relationships and Related Transactions, page 48 Mr. Wood with an interest free loan on his split dollar life insurance policy. Please explain to us why this loan was not included as a related party transaction pursuant to Item 404(a) of Regulation S-K. The Company did not include the interest free loan on Mr. Wood’s split dollar life insurance policy as a related party transaction because it deemed it to be part of his compensation package pursuant to his role as President and Chief Executive Officer of the Trust. Pursuant to Instruction 5.a.i. of Item 404(a) of Regulation S-K, disclosure of an employment relationship or transaction involving an executive officer and any related compensation solely resulting from that employment relationship or transaction need not be provided pursuant to Item 404(a) if the compensation arising from the relationship or transaction is reported pursuant to Item 402 of Regulation S-K. Pursuant to Item 402, the Company disclosed in the Compensation Discussion and Analysis on page 25 of the Proxy Statement that Mr. Wood’s compensation included the interest free loan on the split dollar life insurance policy that has been in place since 1998 and also included the amount of interest accrued on the loan in 2009 in the “All Other Compensation Table” on page 28 of the Proxy Statement. Pursuant to Instruction 5.a.i. of Item 404(a) of Regulation S-K, the Company does not believe that the interest free loan, or any interest accrued thereon, for Mr. Wood’s split dollar insurance policy is required to be disclosed as a related party transaction pursuant to Item 404(a) of Regulation S-K. If you have any further questions or require additional information, please do not hesitate to contact me at (202) 663-9022.

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We note that you have not provided all the information required by Item 407(h) of Regulation S-K, specifically, with respect to your leadership structure and why you believe it is appropriate in light of your specific characteristics or circumstances. Please provide us with sample disclosure that complies with Item 407(h) and confirm that you will include similar disclosure in future filings.

See the reply above.

We refer you to your disclosure on page 21 that in making bonus determinations, the compensation committee took into account Mr. Wood’s recommendations regarding each individual’s contributions. In future filings, please thoroughly describe all factors taken into account by the compensation committee and why that analysis led them to the compensation decision that it did.

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For example, please disclose the subjective goals each individual had for the year as well as Mr. Wood’s evaluation of the named executive officer’s ability to meet those goals. Provide us with sample disclosure and confirm that you will provide similar disclosure in future filings.

See the reply above.

We note that you provided Mr. Wood with an interest free loan on his split dollar life insurance policy. Please explain to us why this loan was not included as a related party transaction pursuant to Item 404(a) of Regulation S-K. * * * * * As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.

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You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

See the reply above.

Please disclose in future filings the average annual rental per square foot as of your most recently completed fiscal year and tell us how you intend to comply.

On behalf of our client, Federal Realty Investment Trust, a Maryland real estate investment trust (the “Company”), this letter responds to your letter dated September 10, 2008, providing comments relating to the Company’s Form 10-K for the fiscal year ended December 31, 2007 and the Proxy Statement on Schedule 14A. In order to facilitate the Staff’s review of this letter, we have restated each of your numbered comments below and have included the Company’s response underneath each comment.

Form 10-K for the year ended December 31, 2007

Item 2.

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Properties, page 17

Comment 1 – Please disclose in future filings the average annual rental per square foot as of your most recently completed fiscal year and tell us how you intend to comply.

In future filings, the Company will include average annual rent per square foot by property in the table provided in the “Retail and Residential Properties” section of Item 2. The information we will provide will be consistent with the column labeled “Average Rent PSF” on pages 17 through 18 of Exhibit 99.1 of our Form 8-K furnished on February 12, 2008.

Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 17

Comment 2 – You state on page 20 that Ms. Becker’s “eligibility to receive her targeted bonus is based on one-half on (y)our achieving the targeted level of annual FFO per share and one-half on (y)our achieving the targeted level of annual West Coast property operating income.” Please revise your disclosure to provide the targeted level of annual West Coast property operating income that is taken into account in determining the annual bonus for Ms. Becker. Please provide this disclosure in future filings and tell us how you intend to comply or alternatively tell us why you believe that this disclosure is not required. Refer to

Item 402(b)(2)(v) and Instruction 4 to Item 402(b).

In future filings, the Company will provide disclosure of the targeted level of annual

West Coast property operating income taken into account in determining Ms. Becker’s annual bonus.

For 2007, the targeted level of West Coast property operating income is as follows:

Threshold

$

62.6 million

Target

64.6 million

Stretch

66.6 million

The West Coast achieved the target amount of property operating income for purposes of the annual bonus.

Comment 3 – We note that 75% of the final payout of the annual bonus payable to each of your named executive officers is determined on the basis of the individual’s performance and that the compensation committee has the discretion to increase or decrease any LTIAP award by up to 20% to reflect individual performance. Please revise your disclosure to describe the elements of individual performance for each named executive officer that are taken into account. Please provide this disclosure in future filings and tell us how you intend to comply. Refer to Item 402(b)(2)(vii).

In future filings, the Company will include disclosure of the elements of individual performance which are considered in increasing or decreasing the annual bonus and long-term equity incentive awards by 20%.

The Company’s disclosure will be consistent with the following additional information with respect to 2007 as it relates to the awarding of annual bonuses:

With respect to Mr. Wood, the Committee’s evaluation of his performance was based on an evaluation of Mr. Wood’s performance completed by the Board in December 2007. That evaluation considers Mr. Wood’s performance in the following categories: effectiveness in leading the company; long-term strategic planning; succession planning; relationship with the Board; relationship with shareholders and other stakeholders; and our financial results for the year. Based on that evaluation, the Committee awarded Mr. Wood a full annual bonus for 2007.

With respect to Mr. Berkes and Ms. Becker, the Committee did not conduct a formal review. The Committee accepted

Mr. Wood’s recommendations that each of those individuals be paid a full bonus. Mr. Wood’s recommendation was based on his subjective assessment of each individual’s contributions to the Trust in 2007 in their respective job functions taking into account the goals for each individual that were established for 2008. With respect to Mr. Finger, despite his retirement at the end of 2007, the Committee elected to award Mr. Finger his 2007 annual bonus in recognition of his contributions to our 2007 operating results based on Mr. Wood’s subjective assessment of Mr. Finger’s performance during 2007.

The Company’s disclosure will be consistent with the following additional information with respect to 2007 as it relates to the awarding of the long-term equity incentives:

In awarding Mr. Wood the additional 20% increase in his LTIAP award, the

Compensation Committee considered Mr. Wood’s performance in 2007 based on the Board’s evaluation described in the proxy as well as the overall performance of the Trust as compared to its peers as discussed in the proxy section titled

“Our Performance in 2007”.

The Company acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United

States.

If you have any further questions or require additional information, please do not hesitate to contact me at

(202) 663-8326.

Read in the reply ↗

You state on page 20 that Ms. Becker’s “eligibility to receive her targeted bonus is based one-half on [y]our achieving the targeted level of annual FFO per share and one-half on [y]our achieving the targeted level of annual West Coast property operating income.” Please revise your disclosure to provide the targeted level of annual West Coast property operating income that is taken into account in determining the

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annual bonus for Ms. Becker. Please provide this disclosure in future filings and tell us how you intend to comply or alternatively tell us why you believe that this disclosure is not required. Refer to Item 402(b)(2)(v) and Instruction 4 to Item 402(b).

No numbered answer found in the reply. Read the reply ↗

We note that 75% of the final payout of the annual bonus payable to each of your named executive officers is determined on the basis of the individual’s performance and that the compensation committee has the discretion to increase or decrease any LTIAP award by up to 20% to reflect individual performance.

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Please revise your disclosure to describe the elements of individual performance for each named executive officer that are taken into account. Please provide this disclosure in future filings and tell us how you intend to comply. Refer to Item 402(b)(2)(vii). * * * * As appropriate, please respond to these comments within 10 business days or tell us when you will provide us with a response. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments.

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