SECURITIES AND EXCHANGE COMMISSION

Washington, 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): January 9, 2004

B.F. Saul Real Estate Investment Trust

(Exact name of registrant as specified in its charter)

Maryland

1-7184

52-6053341

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

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

(301) 986-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Item 5.

Other Events.

During the first quarter of 2004, B.F. Saul Real Estate Investment Trust (the “Trust”) intends to issue, in a private offering, senior secured notes in an aggregate principal amount of approximately $250.0 million. The notes will be secured by the Trust’s ownership interest in the common stock of Chevy Chase Bank, F.S.B. The Trust intends to use a substantial portion of the net proceeds of the offering to redeem its $200 million of outstanding 9¾% Senior Secured Notes due 2008. The senior secured notes will not be registered under the Securities Act of 1933, as amended, and will not be able to be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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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.

B.F. SAUL REAL ESTATE INVESTMENT TRUST

By:		/s/ Stephen R. Halpin, Jr.

		Stephen R. Halpin, Jr. Vice President and Chief Financial Officer

Dated: January 9, 2004

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SAUL B F REAL ESTATE INVESTMENT TRUST 8-K