Item 1.01 Entry into a Material Definitive Agreement

On November 12, 2009, Washington Real Estate Investment Trust ("WRIT") entered into a Sales Agency Financing Agreement ("Agreement") with BNY Mellon Capital Markets, LLC ("BNYMCM"). Under the terms of the Agreement, WRIT may offer and sell up to $250 million of common shares of beneficial interest, from time to time ("Shares"), and for a period of no more than 36 months. The Agreement replaces the similar Sales Agency Financing Agreement dated August 28, 2008, as amended, previously entered into by WRIT and BNYMCM.

BNYMCM will act as WRIT's agent in connection with any offerings of shares under the Agreement. The Shares may be offered in one or more selling periods, none of which will exceed 20 trading days. Any Shares sold under the Agreement will be offered at market prices prevailing at the time of sale. WRIT will specify to BNYMCM (i) the aggregate selling price of the Shares to be sold during each selling period, which may not exceed $50,000,000 without BNYMCM's prior written consent and (ii) the minimum price below which sales may not be made, which may not be less than $1.00 per share without BNYMCM's prior written consent. WRIT will pay BNYMCM a commission equal to 1% of the sales price of all Shares sold through it as agent under the Agreement plus its reasonable documented out-of-pocket expenses, including fees and expenses of counsel, in connection with the Agreement.

The Shares will be issued pursuant to WRIT's registration statement (Registration Statement) on Form S-3 (File No. 333-160664 ). WRIT will file a prospectus and prospectus supplement with the Securities and Exchange Commission in connection with the offer and sale of Shares.

The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The description of the material terms of the Agreement is qualified in its entirety by reference to the exhibit.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

The following exhibits are filed with this report on Form 8-K:

Exhibit
No. Description

1.1 Sales Agency Financing Agreement dated November 12, 2009 between WRIT and BNY Mellon Capital Markets, LLC.

5.1 Opinion of Arent Fox LLP in connection with the Shares.

23.1 Consent of Arent Fox LLP (included in Exhibit 5.1).

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