                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTONWashington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): MarchJuly 1131, 2002


                     B.F. SAULSaul REALReal ESTATEEstate INVESTMENTInvestment TRUSTTrust
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            MARYLAND                             Maryland                      1-7184                                  52-6053341
----------------------------   - -----------------------   - ------------------------
(State or otherOther jurisdiction  Jurisdiction   (Commission File Number)            (IRS Employer
      of incorporationIncorporation)                                                                     Identification No.Number)


                  7501 Wisconsin Avenue
               , Bethesda, Maryland                                                       20814
-------------------------------------------------               --    ------------------------
          (Address of Principal Executive Offices)                                        (Zip Code)


                                 (301) 986-6000
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)

                             8401 Connecticut Ave.,
                              Chevy                                 Not Chase, MD 20815Applicable
             --------------------------------------------------------------------
          (Former name or former address, if changed since last report)




ITEM
Item 5.       Other OTHER EVENTSEvents.

EffectiveThe asconsolidated offinancial Marchstatements 11,of 2002, B. F. Saul Real Estate Investment Trust 
(the "Trust") and its subsidiaries include the accounts of the Trust's banking
subsidiary (the "RegistrantBank"). hasAs moveda result of the Bank's internal accounting review,
the Bank determined that its principalnet placeincome had been inadvertently overstated in
prior periods due to certain accounting errors involving valuation of
interest-only businessstrips receivable related to the Bank's automobile loan
securitizations. The overstatements reflect timing differences in the
recognition of income. Consequently, in future periods, the amount of servicing
and securitization income recognized by the Bank will be higher than if the
errors had not been detected.

As a result, after consultation and concurrence with its outside auditor, the
Trust will restate its financial results for the fiscal years ended September
30, 2000 and 2001, as well as the first quarter of fiscal 2002 - the three
months ended December 31, 2001. The restatements reduce net income by
approximately $3.6 million from 8401$22.4 Connecticutmillion to $18.8 million for fiscal 2000,
Avenueand approximately $8.7 million from $43.7 million to $35.0 million for fiscal
2001. In addition, Chevythe Chaserestatements reduce net income by approximately $2.0
million from $6.2 million to $4.2 million for the three months ended December
31, Maryland2001. 20815Net income attributable to 7501the Wisconsinsecond Avenuequarter of 2002 covering the
three months ended March 31, Bethesda2002, Marylandpreviously reported as $8.7 million was
20814understated by approximately $0.7 Allmillion correspondenceas a result of such errors. Management
is currently evaluating the most appropriate way in which to reflect the
adjustment for the second quarter in the financial statements.

The Trust intends to amend its Form 10-K for fiscal years 2000 and 2001, and its
Form 10-Q for the fiscal quarter ended December 31, 2001, and refile such
documents with the RegistrantSecurities shouldand Exchange Commission as promptly as possible.
As a result of the Trust's recent change in independent auditors, the
restatements will require the Trust's new auditors to audit the Trust's
financial statements for fiscal years 2000 and 2001, and thus, the Trust may not
be directedin a position to make the newamended filings until September 2002.
address
Management of the Trust does not believe that these accounting adjustments will
have any adverse impact upon the Trust's operations. TheIn directparticular, telephonethe
restatements numberwill fornot have any adverse impact on the Registrantability remainsof the same:Bank (301)to make
986-6000tax sharing and dividend payments to the Trust or on the ability of the Trust to
meet its scheduled debt service obligations.




                                   SIGNATURES

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

                                                                     B.F. SAUL REAL ESTATE INVESTMENT TRUST


                                                                              By:         /s/ Stephen R. Halpin, Jr.
                                                                                             -------------------------------
                                                                                             Stephen R. Halpin, Jr.
                                                                                             Vice President and
                                                                                             Chief Financial Officer


                                     ByDated:  BillJuly D. Tzamaras
                                          ------------------------------
                                          Bill D. Tzamaras
                                          Vice President and
                                          Principal Accounting Officer

Date:  March 1131, 2002
Filing Compare · SAUL B F REAL ESTATE INVESTMENT TRUST
