Edgar Filing: WASHINGTON REAL ESTATE INVESTMENT TRUST

Form 8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date	of Report (Date of earliest event reported) July 19, 2006

WASHINGTON REAL ESTATE INVESTMENT TRUST

(Exact name of registrant as specified in its charter)

Maryland

1-6622

53-0261100

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer

Identification Number)


6110 Executive Boulevard, Suite 800, Rockville, Maryland		20852
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (301) 984-9400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

and

Item 7.01 Regulation FD Disclosure

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A press release issued by the Registrant on July 19, 2006, regarding earnings for the three and six months ended June 30, 2006, is attached as Exhibit 99.1. Also, certain supplemental information not included in the press release is attached as Exhibit 99.2. This information is being furnished pursuant to Item 7.01 and Item 2.02 of Form 8-K. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

This amendment is being filed to correct an error in exhibit 99.1. The paragraph headed “Earnings Guidance” should have read:

WRIT is lowering it’s previously issued 2006 FFO per share guidance to $2.11-$2.14 from $2.17-$2.20. The reduction in FFO is due primarily to the second quarter charges of $0.05 related to the severance of a senior executive and the full expensing of second quarter 2006 share grants issued to the CEO in accordance with FAS 123(R), “Share Based Payments”. Additional FAS 123 (R) charges are expected in the second half of the year. WRIT’s operating portfolio continues to perform as expected.

The FFO per share guidance previously read: $2.12 to $2.15.

Item 9.01 Financial Statements and Exhibits

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Exhibit 99.1 Press release issued July 19, 2006 regarding earnings for the three and six months ended June 30, 2006

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 hereunto duly authorized.

WASHINGTON REAL ESTATE INVESTMENT TRUST

(Registrant)

By: /s/ Laura M. Franklin

(Signature)

Laura M. Franklin

Senior Vice President Accounting,

Administration and Corporate Secretary

July 20, 2006

(Date)

Exhibit Index


Exhibit Number		Description

99.1		Press Release issued July 19, 2006 regarding earnings for the three and six months ended June 30, 2006.